Weil, Gotshal & Manges
               a partnership including professional corporations
                               767 Fifth Avenue
                          New York, N.Y. 10153-0119
                                (212) 310-8000
                             FAX: (212) 310-8007
                                CABLE: WEGOMA
                             TELEX: 423144 WGM UI


                              August 11, 1995


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

Ladies and Gentlemen:

     You have requested our opinion regarding the material federal income tax
consequences of (i) the reincorporation merger (the "Merger") of U S WEST,
Inc., a Colorado corporation ("U S WEST"), with and into U S WEST, Inc., a
newly formed Delaware corporation ("U S WEST Delaware"), and (ii) the
conversion of each share of U S WEST's Existing Common Stock into one share
of U S WEST Communications Group Common Stock and one share of U S WEST Media
Group Common Stock (together with the U S WEST Communications Group Common
Stock, the "Common Stock") pursuant to the Agreement and Plan of Merger
between U S WEST and U S WEST Delaware (the "Merger Agreement").

     In formulating our opinion as to the matters certified, we have examined
such documents as we have deemed appropriate, including (i) the Registration
Statement on Form S-4, as amended to the date hereof (Registration No.
33-59315), filed with the Securities and Exchange Commission on May 12, 1995
(the "Registration Statement") under the Securities Act of 1933, as amended,
(ii) the Proxy Statement and Prospectus (the "Prospectus") contained in the
Registration Statement and (iii) the Merger Agreement. All capitalized terms
not otherwise defined herein shall have the same meaning ascribed thereto in
the Merger Agreement.

     In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the
conformity to original documents of documents submitted to us as certified
or photostatic copies, the authenticity of the originals of such latter
documents and that the final form of any documents currently in





U S WEST, Inc.
August 11, 1995
Page 2


draft form will be substantially the same as the drafts we reviewed. We have
also obtained such additional information and have made such inquiries of such
officers and representatives of U S WEST and U S WEST Delaware as we have
deemed relevant and necessary as a basis for the opinion hereinafter set
forth.

          Our opinion set forth below further assumes (1) the accuracy of the
statements and facts concerning U S WEST, U S WEST Delaware, the Existing
Common Stock, the Common Stock and the Merger set forth in the Registration
Statement and Merger Agreement, (2) that the Merger is consummated in the
manner contemplated by, and in accordance with the terms set forth in the
Merger Agreement and (3) the accuracy of the representations set forth in the
Officers' Certificate delivered to us by U S WEST and U S WEST Delaware dated
the date hereof.

          Based on the foregoing, it is our opinion that the statements
contained in the Prospectus under the captions "Tax Considerations" and
"Certain Federal Income Tax Considerations," insofar as such statements
constitute matters of law or legal conclusions and except to the extent
qualified therein, are accurate in all material respects.

          The foregoing opinion is based on current provisions of the Code,
the Treasury Regulations promulgated thereunder (including proposed Treasury
Regulations), published pronouncements of the Internal Revenue Service, and
case law, any of which may be changed at any time with retroactive effect. We
express no opinion either as to any matters not specifically covered by the
foregoing or as to the effect on the matters covered by this opinion of the
laws of any other jurisdiction. Additionally, we undertake no obligation to
update this opinion in the event there is either a change in the legal
authorities, the facts of the documents on which this opinion is based, or an
inaccuracy in any of the representations upon which we have relied in
rendering this opinion.

          We consent to the references to our firm under the captions
"Certain Federal Income Tax Considerations" and "Legals Opinions" in the
Prospectus. This opinion may not be used for any other purpose and may not
otherwise be relied upon by, or disclosed to, any other person, quoted or
referred to.


                                     Very truly yours,


                                     WEIL, GOTSHAL & MANGES