Weil, Gotshal & Manges
(a partnership including professional corporations)
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
April 28, 1995
U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111
Ladies and Gentlemen:
We have acted as counsel to U S WEST, Inc., a Colorado corporation
("U S WEST"), U S WEST Capital Funding, Inc., a Colorado corporation ("Capital
Funding"), and U S WEST Financing I, U S WEST Financing II and U S WEST
Financing III, each a Delaware business trust ("U S WEST Financing"), in
connection with the preparation of the registration statement of U S WEST,
Capital Funding and the Trusts on Form S-3 (33-57889), filed with the
Securities and Exchange Commission (the "Commission") on March 1, 1995 and
amended by Amendment No. 1 filed with the Commission on April 28, 1995 (as
amended, the "Registration Statement"), relating to the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of preferred
securities of the Trusts (the "Preferred Securities") and subordinated debt
securities of Capital Funding (the "Subordinated Debt Securities"). The
Subordinated Debt Securities will be fully and unconditionally guaranteed by
U S WEST (the "Debt Guarantees"). The Subordinated Debt Securities and the Debt
Guarantee will be issued in accordance with the provisions of an indenture (the
"Indenture") to be executed by U S WEST, Capital Funding and Norwest Bank
Minnesota, National Association, as trustee (the "Trustee"), the form of which
is being filed as an exhibit to the Registration Statement. The Preferred
Securities will be guaranteed by U S WEST in the manner and to the extent set
forth in a Guarantee Agreement (the "Preferred Securities Guarantees"), the form
of which is being filed as an exhibit to the Registration Statement.
In so acting, we have reviewed the Registration Statement, including
the prospectus (the "Prospectus") and prospectus supplement (the "Prospectus
Supplement") contained therein, and the form of Indenture, form of Subordinated
Debt Security, form of Debt Guarantee and form of Preferred Securities Guarantee
being filed with the Commission as exhibits to the Registration Statement. In
addition, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, agreements, documents
and other instruments, and such certificates or comparable documents of public
officials and of officers and representatives of U S WEST and Capital Funding,
and have made such inquiries of such officers and representatives, as we have
deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of U S WEST and Capital Funding.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. The Subordinated Debt Securities have been duly and validly
authorized by Capital Funding and, when executed, authenticated, issued and
delivered in the manner contemplated in the Indenture, will constitute legal,
valid and binding obligations of Capital Funding, entitled to the benefits of
the Indenture and enforceable against it in accordance with their terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity) and except
to the extent
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that rights to indemnification thereunder may be limited by federal or state
securities laws or public policy relating thereto.
2. The Debt Guarantees have been duly and validly authorized by U S
WEST and, when executed, authenticated, issued and delivered in the manner
contemplated in the Indenture, will constitute the legal, valid and binding
obligations of U S WEST, entitled to the benefits of the Indenture and
enforceable against it in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally and subject, as
to enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity) and except to the
extent that rights to indemnification thereunder may be limited by federal or
state securities laws or public policy relating thereto.
3. The Preferred Securities Guarantees has been duly and validly
authorized by U S WEST and, when executed and delivered by U S WEST, will
constitute the legal, valid and binding obligation of U S WEST, enforceable
against it in accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
The opinions expressed herein are limited to the laws of the State of
New York and we express no opinion as to the effect on the matters covered by
this letter of the laws of any other jurisdiction, except that as to matters of
Colorado law we have relied upon the opinion of Stephen E. Brilz, Esq. being
filed as an exhibit to the Registration Statement.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. These opinions may not be
used or relied upon by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a governmental agency, quoted,
cited or otherwise referred to without our prior written consent.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the headings
"Legal Opinions" in the Prospectus and "Legal Matters" in the Prospectus
Supplement, without admitting that we are "experts" under the Securities Act or
the rules and regulations of the Commission issued thereunder with respect to
any part of the Registration Statement, including this exhibit thereto.
Very truly yours,
/s/ Weil, Gotshal & Manges
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