July 12, 2001

Qwest Capital Funding, Inc.
Qwest Communications International Inc.
1801 California Street
Denver, CO 80202

     RE: CERTAIN UNITED STATES FEDERAL INCOME TAX MATTERS

Dear Ladies and Gentlemen:

     We have acted as special tax counsel to Qwest Capital Funding, Inc., a
Colorado corporation (the "COMPANY"), in connection with the preparation of
the Company's Registration Statement on Form S-4 filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), on July 12, 2001 (together with all exhibits thereto, the
"REGISTRATION STATEMENT"), relating to the offer by the Company to exchange
up to $2,250,000,000 aggregate principal amount of its new 7.25% Notes due
February 15, 2011, which will be registered under the Securities Act, for a
like principal amount of its outstanding 7.25% Notes due February 15, 2011,
which have not been so registered, and to exchange up to $1,000,000,000
aggregate principal amount of its new 7.75% Notes due February 15, 2031,
which will be registered under the Securities Act, for a like principal
amount of its outstanding 7.75% Notes due February 15, 2031, which have not
been so registered (collectively, the "EXCHANGE OFFER"). You have requested
our opinion regarding certain United States federal income tax matters in
connection with the Exchange Offer. Capitalized terms used but not otherwise
defined herein shall have the meanings assigned to such terms in the
Registration Statement.

     In formulating our opinion herein we have reviewed the Registration
Statement and such certificates, records, and other documents as we have deemed
necessary or appropriate as a basis for the opinion set forth below. In
conducting such review for purposes of rendering our opinion we have not
conducted an independent investigation of any of the facts set forth in the
Registration Statement, certificates, or any other documents, records, or
certificates, and have, consequently, relied upon the Company's representations
that the information presented in such documents, records, or certificates or
otherwise furnished to us accurately represent and completely describe all
material facts relevant to our opinion herein, and upon the authenticity of
documents submitted to us as originals or certified copies, the accuracy of
copies, the genuineness of all signatures and the legal capacity of all natural
persons. No facts have come to


Qwest Capital Funding, Inc., Qwest Communications International Inc. -
July 12, 2001 - Page 2

our attention, however, that would cause us to question the accuracy and
completeness of such facts or documents in a material way.

     Additionally, in rendering our opinion herein we have assumed that the
Exchange Offer or any other transactions described in or contemplated by any
of the aforementioned documents have been or will be consummated consistent
with the descriptions of such transactions as set forth in the Registration
Statement and in accordance with the operative documents relating to such
transactions.

     The opinion set forth in this letter is based on relevant provisions of the
Internal Revenue Code of 1986, as amended (the "CODE"), Treasury Regulations
thereunder (including proposed and temporary Treasury Regulations), and
interpretations of the foregoing as expressed in court decisions, administrative
determinations, and the legislative history as of the date hereof. These
provisions and interpretations are subject to change, which may or may not be
retroactive in effect, that might result in modifications of our opinion. Our
opinion is not binding on the Internal Revenue Service or on the courts, and,
therefore, provides no guarantee or certainty as to results. In addition, our
opinion is based on certain factual representations and assumptions described
herein. Any change occurring after the date hereof in, or a variation from, any
of the foregoing bases for our opinion could affect the conclusion expressed
below.

     On the basis of the foregoing, our reliance upon the assumptions in this
opinion and our consideration of those questions of law we considered relevant,
and subject to the limitations and qualifications in this opinion, we are of the
opinion that the statements made in the Registration Statement under the caption
"CERTAIN U.S. FEDERAL TAX CONSIDERATIONS" insofar as such statements purport to
summarize certain federal income tax laws of the United States or legal
conclusions with respect thereto, constitute a fair summary of the principal
United States federal tax consequences of the purchase, ownership and
disposition of the Securities.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to O'Melveny & Myers
LLP under the caption "Legal Matters" in the Registration Statement.

     This opinion is expressly limited to the matters set forth above and we
render no opinion, whether by implication or otherwise, as to any other matter
relating to the Company or to any investment therein, or under any other law. We
assume no obligation to update or supplement this opinion to reflect any facts
or circumstances that arise after the date of this opinion and come to our
attention, or any future changes in law.


                                       Respectfully Submitted,

                                       /s/ O'MELVENY & MYERS LLP