EXHIBIT 8.1
February __, 1999
Qwest Communications International Inc.
555 Seventeenth Street, Suite 1000
Denver, Colorado 80202
Re: 7.25% Series B Notes Due 2008
Form S-4 Registration Statement
Filed February __, 1999
Ladies and Gentlemen:
This opinion is given in connection with the proposed offering by Qwest
Communications International Inc., a Delaware corporation (the "Company"),
of Senior Discount Notes Due 2008, as described in the registration statement on
Form S-4 to be filed with the Securities and Exchange Commission on February __,
1999 (the "Registration Statement"). Capitalized terms used in this letter that
are not otherwise defined herein have the same meanings given to them in the
Registration Statement.
Our opinion is based on the current provisions of the Internal Revenue Code of
1986, as amended (the "Code"), the applicable Treasury regulations
("Regulations"), and public administrative and judicial interpretations of the
Code and Regulations, all of which are subject to change, which changes could be
applied retroactively. Our opinion also is based on the facts set forth in the
Registration Statement, the Note Documents (as that term is defined in the
representation letter, dated February __, 1999, from you), which we assume set
forth the complete agreement among the parties with respect to the 7.25% Notes,
and on certain representations from you with respect to factual matters, which
representations we have not independently verified. We assume that all Note
Documents have been or will be properly executed and will be valid and binding
when executed.
We have prepared the discussion included in the Registration Statement under the
caption "Certain United States Federal Income Tax Considerations." It is our
opinion that the discussion under that caption describes the material United
States federal income tax consequences expected to result to the Holders,
subject to the conditions and limitations described therein.
The discussion does not cover all aspects of United States federal taxation that
may be relevant to, or the actual tax effect that any of the matters described
therein will have on, any particular Holder, and it does not address foreign,
state, or local tax consequences. The discussion does not cover the tax
consequences that might be applicable to Holders that are subject to special
rules under the Code (including insurance companies, tax-exempt organizations,
mutual funds, retirement plans, financial institutions, dealers in securities or
foreign currency, persons that hold the 7.25% Notes as part of a "straddle" or
as a "hedge" against currency risk or in connection with a conversion
transaction, persons that have a functional currency other than the United
States dollar, investors in pass-through entities, traders in securities that
elect to mark to market, and except as expressly addressed therein, Non-U.S.
Holders). The discussion does not address the United States federal income tax
consequences that may result from a modification of the 7.25% Notes.
Our opinion may change if the applicable law changes, if any of the facts with
respect to the 7.25% Notes (as included in the Registration Statement, the Note
Documents, and the representations made by you) are inaccurate, incomplete, or
change, or if the conduct of the parties is materially inconsistent with the
facts reflected in the Registration Statement, the Note Documents, or the
representations.
Our opinion represents only our legal judgment based on current law and the
facts as described above. Our opinion has no binding effect on the Internal
Revenue Service or the courts. The Service may take a position contrary to our
opinion, and if the matter is litigated, a court may reach a decision contrary
to the opinion.
We hereby consent to the filing of this opinion letter with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name therein.
Very truly yours,
HOLME ROBERTS & OWEN LLP
By:/s/Charles B. Bruce, Jr.
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Charles B. Bruce, Jr. Partner