EXHIBIT 5.2
OPINION OF MORRIS, JAMES, HITCHENS & WILLIAMS
[LETTERHEAD OF MORRIS, JAMES, HITCHENS & WILLIAMS]
February 12, 1998
Qwest Communications International Inc.
555 Seventeenth Street
Denver, Colorado 80202
Re: Amended and Restated Agreement and Plan of Merger
Ladies and Gentlemen:
We have acted as special Delaware counsel to Qwest Communications
International Inc., a Delaware corporation ("Qwest"), solely in connection
with the matters set forth herein regarding the Amended and Restated Agreement
and Plan of Merger dated as of December 31, 1997 (the "Merger Agreement"),
among Phoenix Network, Inc., a Delaware corporation, Qwest, and Qwest 1997-5
Acquisition Corp., a Delaware corporation. This letter is furnished to you at
your request.
For purposes of this letter, our examination of documents has been limited
to the examination of a copy furnished to us of the Merger Agreement, and we
have not reviewed any document other than the Merger Agreement, and, in
particular, we have not reviewed any document (other than Annex 1 attached to
the Merger Agreement (the "Definition Annex")) that is attached (as an
exhibit, schedule, or otherwise) to, referred to in, or incorporated by
reference into the Merger Agreement. We assume that there exists no provision
in any document that we have not reviewed that bears upon or is inconsistent
with or contrary to the opinion set forth in this letter. We have conducted no
independent factual investigation of our own but rather have relied solely
upon the Merger Agreement, the statements and information set forth therein,
and the additional matters recited or assumed herein, all of which we have
assumed to be true, complete, and accurate in all material respects. Reference
in this letter to the Merger Agreement means such document as in effect on the
date hereof. The opinion set forth in this letter relates only to the Merger
Agreement, and not to any exhibit, schedule, or other attachment (other than
the Definition Annex) to, or any other document referred to in or incorporated
by reference into, the Merger Agreement.
Based upon the foregoing, and subject to the assumptions, qualifications,
limitations, and exceptions set forth in this letter, we are of the opinion
that the obligation of Qwest to pay the Contingent Cash Consideration (as
defined in the Merger Agreement), if any, under Section 1.1(f) of the Merger
Agreement (the "Obligation") constitutes the legally valid and binding
obligation of Qwest, enforceable against Qwest in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium, or similar law
relating to or affecting creditors' rights generally (including, without
limitation, fraudulent conveyance law) and general principles of equity,
regardless of whether considered in a proceeding in equity or at law,
including, without limitation, applicable law relating to fiduciary duties,
concepts of materiality, reasonableness, good faith, and fair dealing, and the
possible unavailability of specific performance or injunctive relief.
The foregoing opinion is subject to the following assumptions,
qualifications, limitations, and exceptions in addition to those set forth
above:
A. The opinion set forth in this letter is limited to the laws of the
State of Delaware in effect on the date hereof (excluding tax laws and
securities laws of the State of Delaware, and rules, regulations, orders,
and decisions relating thereto), and we have not considered and express no
Qwest Communications International Inc.
February 12, 1998
Page 2
opinion on the effect of, or concerning matters involving, any other laws
of any jurisdiction (including, without limitation, the federal laws of the
United States of America) or rules, regulations, orders, and judicial and
administrative decisions relating to such laws.
B. With respect to each document examined by us for purposes of this
letter, we have assumed that (i) such document, whether an original or a
copy, is authentic, (ii) such document furnished to us as a copy conforms
to the original thereof, and (iii) such document submitted to us in final
or execution form has not been and will not be altered or amended in any
respect material to our opinion as expressed in this letter and conforms in
all material respects to the final, executed original of such document.
C. For purposes of this letter, we have assumed (i) the due creation, due
formation or due organization, as the case may be, and valid existence in
good standing of each party to each document examined by us under the laws
of the jurisdiction governing its creation, formation or organization, and
the legal competence and capacity of natural persons, (ii) that each of the
parties to each document examined by us has had and has the power and
authority to execute and deliver, and to perform its obligations under,
such document, (iii) that each of the parties to each document examined by
us has duly authorized, executed, acknowledged, delivered, and certified
such document (including, without limitation, in accordance with Section
251 of the General Corporation Law of the State of Delaware), (iv) that
each document examined by us has not been terminated and is in full force
and effect, expresses the entire understanding of the parties thereto with
respect to the subject matter thereof, and has not been supplemented,
amended, or otherwise modified, (v) except as stated in our opinion set
forth in the third paragraph of this letter, that the Merger Agreement
constitutes the legally valid and binding obligation of each of the parties
thereto, enforceable against each of such parties, respectively, in
accordance with its terms, and (v) the satisfaction or due waiver of all
conditions to the Obligation.
D. We have not participated in the preparation of, and we assume no
responsibility for the contents of, any offering materials, including,
without limitation, the Registration Statement (the "Registration
Statement") on Form S-4 filed by Qwest with the Securities and Exchange
Commission (the "SEC").
This letter speaks only as of its date, and we assume no obligation to
advise you of any changes in the foregoing subsequent to the delivery of this
letter. This letter is furnished to you by us as special Delaware counsel to
Qwest and may be relied upon by you only in connection with the execution and
delivery of the Merger Agreement and the payment of the Contingent Cash
Consideration, if any, as contemplated therein. Without our prior written
consent, this letter may not be furnished or quoted to, or used or relied upon
by any other person or entity, or furnished, quoted, used or relied upon for
any other purpose.
We hereby consent to the filing with the SEC of this letter as an exhibit to
the Registration Statement and to the reference to us under the caption "Legal
Opinion" in the Prospectus forming a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or rules and regulations of the SEC thereunder.
Very truly yours,
Morris, James, Hitchens & Williams
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