October 25, 1996


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


               Re:  Public Offering Debt Securities

Gentlemen and Ladies:

     I have examined the Registration Statement on Form S-3 filed 
contemporaneously herewith (the "Registration Statement") by U S WEST, Inc. 
and U S WEST Capital Funding, Inc. (the "Registrants"), with the Securities 
and Exchange Commission (the "Commission") in connection with the 
registration under the Securities Act of 1933, as amended, of up to 
$4,000,000,000 of debt securities ("Debt Securities").  I have examined the 
indenture dated as of April 15, 1988 and amended as of November 1, 1995, by and
among U S WEST, Inc. U S WEST Capital Funding, Inc., and First National Bank 
of Santa Fee, as Trustee, under which the Debt Securities are to be issued 
(the "Indenture"), and such other documents, certificates and matters of fact 
as I have deemed necessary for purposes of this opinion.  I am familiar with 
the proceedings taken and proposed to be taken by the Registrants in 
connection with the proposed authorization, issue and sale of the Debt 
Securities.

     I am also familiar with the proposed opinion of legal counsel qualified 
to practice in New York concerning the validity, legality, and binding effect 
of the Debt Securities under New York law, upon which opinion I will rely in 
delivering my opinion pursuant to Section 6(b)(2) of the Distribution Agreement
and Section 5(c) of the Underwriting Agreement, each of which has been filed
as an exhibit to the Registration Statement.

     Based upon the foregoing, and in reliance thereon, it is my opinion 
that, subject to the receipt of payment for the Debt Securities and subject 
to the terms of the Debt Securities being otherwise in compliance with then 
applicable law, when the Debt Securities have been duly authorized, executed, 
authenticated and delivered in accordance with the terms of the applicable 
resolutions of the respective Boards of Directors of the Registrants, and any 
legally required consents, approvals, authorizations, and other orders of the 
Commission or any other judicial or regulatory authorities to be obtained, 
and, to the extent applicable, the articles or certificate of incorporation
and bylaws of the registrants and the Indenture, the Debt Securities will 
constitute legally issued and binding obligations of U S WEST, Inc. and/or U S 





WEST Capital Funding, Inc., except as may be limited by bankruptcy, 
insolvency, reorganization, moratorium, or similar laws affecting creditors' 
rights generally, and except that the remedies of specific performance and 
injunctive and other forms of equitable relief are subject to certain 
equitable defenses and to the discretion of the court before which any 
proceeding therefor may be brought.

     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 
caption "Legal Opinions" in the Prospectus forming a part of the Registration 
Statement.

                                       Very truly yours,


                                       /s/ Stephen E. Brilz

                                       Stephen E. Brilz