Exhibit 5.1
June 30, 1997



Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

   Re:  Qwest Communications International Inc.
        Form S-4 Registration Statement Filed June 30, 1997

Ladies and Gentlemen:

   As counsel for Qwest Communications International Inc., a Delaware
corporation (the "Company"), we have examined the above-referenced Registration
Statement on Form S-4 under the Securities Act of 1933, as amended (the
"Registration Statement"), which the Company has filed covering the exchange of
the Company's 10 7/8% Series B Senior Notes Due 2007(the "Exchange Notes") for
its outstanding 10 7/8% Senior Notes Due 2007(the "Old Notes")

   We have examined the Company's Amended and Restated Certificate of
Incorporation, By-Laws and the record of its corporate proceedings and have made
such other investigation as we have deemed necessary in order to express the
opinions set forth below.

   Based on such investigation, it is our opinion that the Exchange Notes, when
sold as described in the prospectus included in the Registration Statement, will
be legally issued, fully paid and non-assessable.

   We hereby consent to all references to us in the Registration Statement and
all amendments to the Registration Statement. We further consent to the use of
this opinion as an exhibit to the Registration Statement.

                 HOLME ROBERTS & OWEN LLP



               By:  /s/ Martha Dugan Rehm
                    ------------------------
                    Martha Dugan Rehm