CADWALADER
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Cadwalader, Wickersham & Taft
100 Maiden Lane New York
New York, NY 10038 Washington
Tel: 212 504-6000 Charlotte
Fax: 212 504-6666 London
December 10, 1999
U S WEST Capital Funding, Inc.
U S West, Inc.
1801 California Street
Denver, Colorado 80202
Re: Registration Statement on Form S-4
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Ladies and Gentlemen:
We have acted as special counsel to U S WEST Capital Funding, Inc., a
Colorado corporation ("Capital Funding"), and U S WEST, Inc., a Delaware
corporation ("U S WEST"), in connection with the preparation and filing by
Capital Funding and U S WEST with the Securities and Exchange Commission (the
"Commission") of a Preliminary Prospectus, dated December 10, 1999 (the
"Prospectus") included in a Registration Statement on Form S-4 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the registration by Capital Funding of
$1,150,000,000 aggregate principal amount of its 6-7/8% Notes due August 15,
2001 (the "Securities"), unconditionally guaranteed (the "Guarantees") as to
payment of principal and interest by U S WEST. The Registration Statement
also relates to the offer by Capital Funding to exchange the Securities and
Guarantees for all of its outstanding $1,150,000,000 aggregate principal
amount of 6-7/8% Notes due August 15, 2001 (the "Old Notes") and the related
guarantees (the "Old Guarantees"), previously issued pursuant to the Purchase
Agreement, dated August 20, 1999 and filed as an exhibit to the Registration
Statement. The Securities and the Guarantees will be issued pursuant to the
terms of the Registration Rights Agreement, dated as of August 20, 1999 among
Capital Funding, U S WEST and the initial purchasers party thereto (the
"Registration Rights Agreement") and filed as an exhibit to the Registration
Statement.
U S WEST Capital Funding Inc. -2- December 10, 1999
In rendering the opinions set forth below, we have examined and relied upon,
among other things, (a) the Registration Statement, including the Prospectus
constituting a part thereof, (b) the Indenture, dated as of June 29, 1998 (the
"Indenture"), among U S WEST, Capital Funding and The First National Bank of
Chicago, as trustee (the "Trustee"), filed as an exhibit to the Registration
Statement, (c) the Registration Rights Agreement, (d) the Old Notes, (e) the Old
Guarantees, (f) the forms of Securities and Guarantees and (g) originals, copies
or specimens, certified or otherwise identified to our satisfaction, of such
certificates, corporate and public records, agreements and instruments and other
documents as we have deemed appropriate as a basis for the opinions expressed
below. In such examination we have assumed the genuineness of all signatures,
the authenticity of all documents, agreements and instruments submitted to us as
originals, the conformity to original documents, agreements and instruments of
all documents, agreements and instruments submitted to us as copies or
specimens, the authenticity of the originals of such documents, agreements and
instruments submitted to us as copies or specimens, and the accuracy of the
matters set forth in the documents, agreements and instruments we reviewed. As
to any facts material to such opinions that were not known to us, we have relied
upon statements and representations of officers and other representatives of
Capital Funding and U S WEST. Except as expressly set forth herein, we have not
undertaken any independent investigation (including, without limitation,
conducting any review, search or investigation of any public files, records or
dockets) to determine the existence or absence of the facts that are material to
our opinions, and no inference as to our knowledge concerning such facts should
be drawn from our reliance on the representations of Capital Funding and U S
WEST in connection with the preparation and delivery of this letter. In
addition, we have assumed that the Guarantees and the Securities will be
executed and delivered in substantially the form in which they are filed as
exhibits to the Registration Statement.
We express no opinion concerning the laws of any jurisdiction other than the
laws of the State of New York, the General Corporation Law of the State of
Delaware with respect to the opinion set forth in paragraph 2 below and the
federal tax laws of the United States with respect to the opinion set forth
in paragraph 3 below. With respect to the matters set forth in paragraph 1
below covered by the laws of the State of Colorado, we have relied on the
opinion of Thomas O. McGimpsey, Senior Attorney and Secretary of Capital
Funding and Senior Attorney and Assistant Secretary of U S WEST. While we
are not licensed to practice law in the State of Delaware, we have reviewed
applicable provisions of the Delaware General Corporation Law as we have
deemed appropriate in connection with the opinions expressed herein.
Based upon and subject to the qualifications set forth herein, we are of the
opinion that:
1. The Securities, when duly executed and authenticated in the manner
contemplated in the Indenture and issued and delivered in exchange for
the Old
U S WEST Capital Funding Inc. -3- December 10, 1999
Notes as contemplated in the Prospectus, will be legally issued and will
constitute binding agreements of Capital Funding, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium,
receivership or other laws relating to or affecting creditors' rights
generally, and to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity).
2. The Guarantees, when duly executed in the manner contemplated in the
Indenture and issued and delivered in exchange for the Old Guarantees as
contemplated in the Prospectus, will be legally issued and will constitute
binding agreements of U S WEST, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium, receivership
or other laws relating to or affecting creditors' rights generally, and to
general principles of equity (regardless of whether enforcement is sought in
a proceeding at law or in equity).
3. The statements made in the Prospectus under the caption "Certain U.S.
Federal Tax Considerations," insofar as such statements purport to
summarize certain federal income tax laws of the United States or legal
conclusions with respect thereto, have been reviewed by us and constitute a
fair summary of the principal U.S. federal tax consequences of the purchase,
ownership and disposition of the Securities. All such statements are based
upon current law, which is subject to change, possibly with retroactive
effect. Further, there can be no assurance that the Internal Revenue
Service will not take a contrary position.
We assume no obligation to update or supplement this letter to reflect any
facts, circumstances, laws, rules or regulations, or any changes thereto, or
any court or other authority or body decisions or governmental or regulatory
authority determinations which may hereafter occur or come to our attention.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to this Firm in the Prospectus
constituting a part of the Registration Statement under the caption "Legal
Matters," without admitting that we are "experts" within the meaning of 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.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft