EXHIBIT 5
U S WEST, Inc.
7800 East Orchard Road
Suite 480
Englewood, Colorado 80111

Stephen E. Brilz
Senior Counsel-Securities and
Assistant Secretary

September 29, 1995

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

Ladies and Gentleman:

    I  refer  to  the  registration statement  on  Form  S-8  (the "Registration
Statement") under the Securities  Act of 1933,  as amended, to be  filed by U  S
WEST,  Inc. a  Colorado corporation,  (the "Company"),  with the  Securities and
Exchange Commission (the "Commission") on  September 29, 1995. The  Registration
Statement  covers  20,000,000 shares  of U  S  WEST Communications  Group common
stock, $.01 par  value, and 10,000,000  shares of  U S WEST  Media Group  common
stock,  $.01 par  value, (the "Shares")  which may  be issued from  time to time
pursuant to the Shareowner Investment Plan (the "Plan").

    I have made such  legal and factual examinations  and inquiries as I  deemed
advisable  for the  purpose of  rendering this opinion.  I am  familiar with the
proceedings taken and proposed to be taken in connection with the authorization,
issuance and sale of the Shares. Based on my examination and inquiries, it is my
opinion that the Shares, upon issuance  thereof in accordance with the terms  of
the Plan will be validly issued, fully paid, and non-assessable.

    I  hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement.

                                          Very truly yours,

                                          /s/ STEPHEN E. BRILZ

                                          -------------------------------
                                          Stephen E. Brilz