EXHIBIT 5-C




                                                       April 28, 1995


U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111

                    Re: U S WEST REGISTRATION STATEMENT ON FORM S-3

Gentlemen and Ladies:

     I have examined the Registration Statement on Form S-3 (File No. 33-57889)
filed with the Securities and Exchange Commission (the "Commission") on March 1,
1995, and Amendment No.1 thereto filed with the Commission on April 28, 1995 (as
amended, the "Registration Statement"), by U S WEST, Inc., a Colorado
corporation (the "Company"), 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 (the "Trusts"),
relating to the registration under the Securities Act of 1933, as amended, 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
Guarantees will be issued in accordance with the provisions of an indenture
(the "Indenture") to be executed by the Company, Capital Funding and
Norwest Bank Minnesota, National Association, as 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, I have reviewed the Registration Statement, including the
prospectus and prospectus supplement contained therein, the form of Indenture,
the form of Debt Guarantee, the form of Preferred Securities Guarantee and the
form of Subordinated Debt Securities being filed with the Commission as exhibits
to the Registration Statement. In addition, I have examined originals or copies,
certified or otherwise identified to my 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 the Company
and Capital Funding, and have made such inquiries of such officers and
representatives, as I have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.

In such examination, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the


conformity to original documents of all documents submitted to me 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, I have relied upon certificates or comparable
documents of officers and representatives of the Company and Capital
Funding.

     Based on the foregoing, and subject to the qualifications stated herein, I
am of the opinion that:

     1. The Company and Capital Funding are corporations duly incorporated and
validly existing under the laws of the State of Colorado.

     2. The Company has all requisite corporate power and authority to execute
and deliver the Debt Guarantees, the Indenture and the Preferred Securities
Guarantees and to perform its obligations thereunder. Capital Funding has all
requisite corporate power and authority to execute and deliver the Subordinated
Debt Securities and the Indenture and to perform its obligations thereunder.

     3. The execution and delivery of the Debt Guarantees, the Indenture and the
Preferred Securities Guarantees by the Company has been duly authorized by all
necessary corporate action on the part of the Company. The execution and
delivery of the Subordinated Debt Securities and the Indenture by Capital
Funding has been duly authorized by all necessary corporate action on the part
of Capital Funding.

     This opinion is rendered solely for your benefit in connection with the
transactions described herein. Without my prior written consent, this opinion
may not be relied upon by you in any other context or by any other person,
except that your outside counsel, Weil, Gotshal & Manges, and counsel to your
underwriters, Skadden, Arps, Slate, Meagher & Flom, may rely on this opinion as
to matters governed by the laws of the State of Colorado in rendering to you
their respective opinions, copies of which are included as exhibits to the
Registration Statement.


     This opinion is limited to the present laws of the State of Colorado, to
present judicial interpretations thereof, and to the facts as they presently
exist, and I assume no responsibility as to the applicability or effect of the
laws of any other jurisdiction. In rendering this opinion, I assume no
obligation to revise or supplement this opinion should the present laws of the
State of Colorado be changed by legislative action, judicial decision, or
otherwise.


     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and I further consent to the use of my name under the
captions "Legal Opinions" in the prospectus and "Legal Matters" in the
prospectus supplement forming a part of the Registration Statement.

                                   Very truly yours,

                                   /s/ Stephen E. Brilz

                                   Stephen E. Brilz