[Letterhead of AirTouch Communications, Inc.]


(415) 658-2000

                                  June 11, 1998


AirTouch Communications, Inc.
One California Street
San Francisco, CA 94111

Ladies and Gentlemen:

         This opinion is being delivered in connection with the proposed
issuance and sale by AirTouch Communications, Inc., a Delaware corporation
("AirTouch"), of (a) shares of its common stock, $0.01 par value per share
("Common Stock"), (b) shares of its preferred stock, $0.01 par value per share
("Preferred Stock"), in one or more series, (c) depositary shares evidenced by
depositary receipts, each representing fractional interests in Preferred Stock
("Depositary Shares"), (d) unsecured senior or subordinated debt securities of
AirTouch ("Debt Securities"), (e) options, warrants and other rights to purchase
shares of Common Stock ("Common Stock Warrants") or shares of Preferred Stock
("Preferred Stock Warrants"), (f) options, warrants and other rights to purchase
shares of capital stock or debt of another corporation or entity ("Third Party
Warrants"), (g) options, warrants and other rights to purchase Debt Securities
("Debt Warrants"), (h) stock purchase contracts ("Stock Purchase Contracts") to
purchase Common Stock or Preferred Stock, (i) stock purchase units ("Stock
Purchase Units") each representing ownership of a Stock Purchase Contract and
Preferred Stock, Debt Securities, debt obligations of third parties, including
the United States of America or agencies or instrumentalities thereof or
Preferred Securities (as defined below), securing the holder's obligation to
purchase Common Stock or Preferred Stock under the Stock Purchase Contract, (j)
guarantees ("Guarantees") on payments of periodic cash distributions and
payments on liquidation, redemption or otherwise with respect to preferred
securities offered from time to time by ATI Financing I and ATI Financing II,
each a statutory business trust formed under the laws of the State of Delaware
(each an "AirTouch Trust"), the Common Securities of which will be wholly-owned
by AirTouch, representing undivided beneficial





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June 11, 1998
Page 2

interests in the assets of the applicable AirTouch Trust ("Preferred
Securities"), out of moneys held by each of the AirTouch Trusts or (k) other
units ("Other Units"), each of which may represent any combination of the
foregoing, each on terms to be determined at the time of sale (the Common Stock,
Preferred Stock, Depositary Shares, Debt Securities, Common Stock Warrants,
Preferred Stock Warrants, Third Party Warrants, Debt Warrants, Stock Purchase
Units, Preferred Securities, Guarantees or Other Units are collectively referred
to herein as, the "Securities"), having an aggregate initial public offering
price of up to U.S.$2,500,000,000 or the equivalent thereof. The Securities are
to be issued pursuant to a Registration Statement on Form S-3 ("Registration
Statement") filed by AirTouch, ATI Financing I and ATI Financing II with the
Securities and Exchange Commission on June 11, 1998 under the Securities Act of
1933, as amended.

         I am familiar with proceedings to date by AirTouch with respect to the
issuance and sale of the Securities and have examined such records, documents
and matters of law as I have deemed necessary for purposes of this opinion.

Based upon the foregoing, I am of the opinion that:

         1.  AirTouch is a corporation duly organized and validly
existing under the laws of the State of Delaware.

         2. With respect to the Common Stock, when (a) the Board of Directors of
AirTouch or a duly authorized committee of the Board (such Board of Directors or
committee being referred to herein as the "Board"), has taken all necessary
corporate action to approve the issuance of and establish the terms of the
offering of the Common Stock and related matters and (b) issued, sold and
delivered in the manner and for the consideration (not less than the par value
of the Common Stock) stated in the applicable definitive purchase, underwriting
or similar agreement or upon conversion, exchange or exercise of any other
Security in accordance with the terms of such Security or the instrument
governing such Security providing for such conversion, exchange or exercise as
approved by the Board, for the consideration approved by the Board (not less
than the par value of the Common Stock), the Common Stock will be duly
authorized, validly issued, fully paid and nonassessable.





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June 11, 1998
Page 3


         3. With respect to the Preferred Stock, when (a) the Board has taken
all necessary corporate action to approve the issuance of and establish the
terms of any particular series of Preferred Stock, the offering thereof and
related matters, including the filing of a statement of designation conforming
to the Delaware General Corporation Law regarding the Preferred Stock with the
Secretary of State of the State of Delaware, and (c) the Preferred Stock has
been issued, sold and delivered in the manner and for the consideration (not
less than the par value of the Preferred Stock) stated in the applicable
definitive purchase, underwriting or similar agreement or upon conversion,
exchange or exercise of any other Security in accordance with the terms of such
Security or the instrument governing such Security providing for such
conversion, exchange or exercise as approved by the Board, for the consideration
approved by the Board (not less than the par value of the Preferred Stock), the
Preferred Stock will be duly authorized, validly issued, fully paid and
nonassessable.

         4. With respect to the Depositary Shares, when (a) the Board has taken
all necessary corporate action to approve the issuance of and establish the
terms of any particular series of Preferred Stock, the offering thereof and
related matters, including the filing of a statement of designation conforming
to the Delaware General Corporation Law regarding the Preferred Stock with the
Secretary of State of the State of Delaware, (c) the Preferred Stock has been
deposited with a bank or trust company (which meets the requirements set forth
in the Registration Statement or any amendment or prospectus supplement relating
thereto) under one or more deposit agreements (substantially in the form of the
Deposit Agreement filed as Exhibit 4.24 to the Registration Statement or with
such other provisions as are contained in a document which will be filed as an
exhibit to or incorporated by reference in the Registration Statement, which
have been duly authorized and validly executed) and (d) Depositary Shares,
evidenced by depositary receipts, are issued, sold and delivered in the manner
and for the consideration stated in the applicable definitive purchase,
underwriting or similar agreement approved by the Board, and in accordance with
the appropriate depositary agreement, upon payment of the consideration provided
for therein the Depositary Shares will be duly and validly issued, fully paid
and nonassessable.





AirTouch Communications, Inc.
June 11, 1998
Page 4


         5. With respect to the Debt Securities to be issued under the Senior
Debt Indenture filed as Exhibit 4.21 to the Registration Statement, when (a) the
Senior Debt Indenture has been duly qualified under the Trust Indenture Act of
1939, as amended, (b) the Board has taken all necessary corporate action to
approve the issuance of and establish the terms of such Debt Securities, the
terms of the offering and related matters, (c) the Debt Securities have been
executed and authenticated in accordance with the terms of the Senior Debt
Indenture and (d) the Debt Securities have been issued, sold and delivered in
the manner and for the consideration stated in the applicable definitive
purchase, underwriting or similar agreement approved by the Board, upon payment
of the consideration provided for therein, or upon exercise of any other
Security in accordance with the terms of such Security or the instrument
governing such Security providing for such conversion, exchange or exercise as
approved by the Board, and the Senior Debt Indenture, the Debt Securities to be
issued under the Senior Debt Indenture will be legal, valid and binding
obligations of AirTouch, enforceable against AirTouch in accordance with their
terms, except that enforcement thereof may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting generally the enforcement of
creditors' rights and by equitable principles of general application (whether
applied at law or in equity).

         6. With respect to the Debt Securities to be issued under the
Subordinated Debt Indenture filed as Exhibit 4.25 to the Registration Statement,
when (a) the Subordinated Debt Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended, (b) the Board has taken all necessary
corporate action to approve the issuance of and establish the terms of such Debt
Securities, the terms of the offering and related matters, (c) the Debt
Securities have been executed and authenticated in accordance with the terms of
the Subordinated Debt Indenture and (d) the Debt Securities have been issued,
sold and delivered in the manner and for the consideration stated in the
applicable definitive purchase, underwriting or similar agreement approved by
the Board, upon payment of the consideration therefor provided for therein, or
upon exercise of any other Security in accordance with the terms of such
Security or the instrument governing such Security providing for such
conversion, exchange or exercise as approved by the Board, and the Subordinated
Debt Indenture, the





AirTouch Communications, Inc.
June 11, 1998
Page 5

Debt Securities to be issued under the Subordinated Debt Indenture will be
legal, valid and binding obligations of AirTouch, enforceable against AirTouch
in accordance with their terms, except that enforcement thereof may be limited
by bankruptcy, insolvency, reorganization or other similar laws affecting
generally the enforcement of creditors' rights and by equitable principles of
general application (whether applied at law or in equity).

         7. With respect to the Common Stock Warrants and the Preferred Stock
Warrants (collectively, the "Stock Warrants"), when (a) one or more agreements
(incorporating the form of Standard Stock Warrant Provisions filed as Exhibit
4.22 to the Registration Statement or such other provisions as are contained in
a document which will be filed as an exhibit to or incorporated by reference in
the Registration Statement,) have been duly executed and delivered by AirTouch
and a warrant agent, (b) the Board has taken all necessary corporate action to
approve the terms of the Stock Warrants, (c) the Stock Warrant certificates have
been executed and authenticated in accordance with the terms of the appropriate
agreement and (d) the Stock Warrants have been issued, sold and delivered in the
manner and for the consideration stated in the applicable definitive purchase,
underwriting or similar agreement approved by the Board, upon payment of the
consideration therefor provided for therein, and the appropriate Third Party
Warrant agreement, the Third Party Warrants will be legal, valid and binding
obligations of AirTouch, enforceable against AirTouch in accordance with their
terms, except as may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting generally the enforcement of creditors' rights and
by equitable principles of general application (whether applied at law or in
equity).

         8. With respect to the Third Party Warrants, when (a) one or more
agreements (incorporating the form of Standard Stock Warrant Provisions filed as
Exhibit 4.22 to the Registration Statement or such other provisions as are
contained in a document which will be filed as an exhibit to or incorporated by
reference in the Registration Statement) have been duly executed and delivered
by AirTouch and a warrant agent, (b) the Board has taken all necessary corporate
action to approve the terms of the Third Party Warrants, (c) the Third Party
Warrant certificates





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June 11, 1998
Page 6

have been executed and authenticated in accordance with the terms of the
appropriate agreement and (d) the Third Party Warrants have been issued, sold
and delivered in the manner and for the consideration stated in the applicable
definitive purchase, underwriting or similar agreement approved by the Board,
upon payment of the consideration therefor provided for therein, and the
appropriate Third Party Warrant agreement, the Third Party Warrants will be
legal, valid and binding obligations of AirTouch, enforceable against AirTouch
in accordance with their terms, except as may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting generally the
enforcement of creditors' rights and by equitable principles of general
application (whether applied at law or in equity).

         9. With respect to the Debt Warrants, when (a) one or more agreements
(incorporating the form of Debt Securities Warrant Agreement filed as Exhibit
4.23 to the Registration Statement or such other provisions as are contained in
a document which will be filed as an exhibit to or incorporated by reference in
the Registration Statement) have been duly executed and delivered by AirTouch
and a warrant agent, (b) the Board has taken all necessary corporate action to
approve the terms of the Debt Warrants, (c) the Debt Warrant certificates have
been executed and authenticated in accordance with the terms of the appropriate
agreement and (d) the Debt Warrants have been issued, sold and delivered in the
manner and for the consideration stated in the applicable definitive purchase,
underwriting or similar agreement approved by the Board, upon payment of the
consideration therefor provided for therein, and the appropriate Debt Warrant
agreement, the Debt Warrants will be legal, valid and binding obligations of
AirTouch, enforceable against AirTouch in accordance with their terms, except as
may be limited by bankruptcy, insolvency, reorganization or other similar laws
affecting generally the enforcement of creditors' rights and by equitable
principles of general application (whether applied at law or in equity).

         10. With respect to the Stock Purchase Contracts, when (a) one or more
agreements (incorporating the form of Stock Purchase Contract Agreement filed as
Exhibit 4.27 to the Registration Statement or such other agreement which will be
filed as an exhibit to or incorporated by reference in the Registration
Statement) have duly executed and delivered by AirTouch and a





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June 11, 1998
Page 7

stock purchase contract agent, (b) the Board has taken all necessary corporate
action to approve the terms of the Stock Purchase Contracts, (c) the Stock
Purchase Contracts have been executed and authenticated in accordance with the
terms of the appropriate Stock Purchase Contract agreement and (d) the Stock
Purchase Contracts have been issued, sold and delivered in the manner and for
the consideration stated in the applicable definitive purchase, underwriting or
similar agreement approved by the Board, upon payment of the consideration
therefor provided for therein, and the appropriate Stock Purchase Contract
agreement, the Stock Purchase Contracts will be legal, valid and binding
obligations of AirTouch, enforceable against AirTouch in accordance with their
terms, except as may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights and by
equitable principles of general application (whether applied at law or in
equity).

         11. With respect to the Stock Purchase Units, when (a) one or more
agreements (incorporating the form of Stock Purchase Contract Agreement filed as
Exhibit 4.27 to the Registration Statement or such other agreement which will be
filed as an exhibit to or incorporated by reference in the Registration
Statement) have been duly executed and delivered by AirTouch and a stock
purchase unit agent, (b) the Board has taken all necessary corporate action to
approve and establish the terms of the Stock Purchase Units, (c) the Stock
Purchase Units have been executed and authenticated in accordance with the terms
of the appropriate agreement and (d) the Stock Purchase Units have been issued,
sold and delivered in the manner and for the consideration stated in the
applicable definitive purchase, underwriting or similar agreement approved by
the Board, upon payment of the consideration therefor provided for therein, and
the appropriate Stock Purchase Unit agreement, the Stock Purchase Units will be
legal, valid and binding obligations of AirTouch, enforceable against AirTouch
in accordance with their terms, except as may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting generally the
enforcement of creditors' rights and by equitable principles of general
application (whether applied at law or in equity).





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June 11, 1998
Page 8

         12. With respect to the Guarantees, when (a) one or more agreements
(incorporating the form of Preferred Securities Guarantee Agreement filed as
Exhibit 4.26 to the Registration Statement) have been duly executed and
delivered by AirTouch and a Preferred Securities Guarantee trustee, (b) the
Board has taken all necessary corporate action to approve and establish the
terms of the Guarantee, (c) the Preferred Securities Guarantee Agreement has
been executed and authenticated in accordance with the terms of the appropriate
agreement and (d) the Guarantee has been issued, and delivered in the manner and
for the consideration stated in the applicable agreement, the Guarantee will be
a legal, valid and binding obligation of AirTouch, enforceable against AirTouch
in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, or other similar laws affecting generally the
enforcement of creditors' rights and by equitable principles of general
application (whether applied at law or in equity).

         In connection with the opinions expressed above, I have assumed that,
at or prior to the time of the delivery of any such Security, the Registration
Statement, and any amendments thereto (including post-effective amendments) will
have been declared effective, a Prospectus Supplement will have been prepared
and filed with the Commission describing the Securities offered thereby, the
authorization of the Securities applicable to such Security will not have been
modified or rescinded by the Board and there will not have occurred any change
in law affecting the validity or enforceability of such Security. I have also
assumed that none of the terms of any Security to be established subsequent to
the date hereof nor the issuance and delivery of such Security, nor the
compliance by AirTouch with the terms of such Security, will violate any
applicable federal or state law or will result in a violation of any provision
of any instrument or agreement then binding upon AirTouch or any restriction
imposed by any court or governmental body having jurisdiction over AirTouch.

         I am a member of the Bar of the State of California and the foregoing
opinion is limited to the laws of the State of California, the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware.





AirTouch Communications, Inc.
June 11, 1998
Page 9
         I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration Statement
referred to above. I also consent to the use of my name in the related
prospectus and prospectus supplement under the heading "Legal Matters."


                                          Very truly yours,

                                          /s/ Margaret G. Gill

                                          Margaret G. Gill
                                          Senior Vice President, Legal,
                                          External Affairs and Secretary