EXHIBIT 5.1
FORM OF OPINION OF O'MELVENY & MYERS LLP
[Letterhead of O'Melveny & Myers LLP]
____________, 1998
Qwest Communications International Inc.
1000 Qwest Tower
555 Seventeenth Street
Denver, Colorado 80202
Re: Registration Statement on Form S-4 filed , 1998
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Ladies and Gentlemen:
We have acted as special counsel to Qwest Communications International
Inc., a Delaware corporation ("Qwest"), in connection with the Agreement and
Plan of Merger dated as of September 13, 1998 (the "Merger Agreement"), among
Icon CMT Corp., a Delaware corporation ("Icon"), Qwest and Qwest 1998-I
Acquisition Corp., a Delaware corporation ("Qwest Subsidiary"), and the
Registration Statement on Form S-4, excluding the documents incorporated in it
by reference (the "Registration Statement") filed by Qwest with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). Except as otherwise indicated, capitalized
terms used in this opinion and defined in the Registration Statement will have
the meanings given in the Registration Statement.
In our capacity as such counsel, we have examined originals or copies
of those corporate and other records and documents we considered appropriate,
including the following:
1. the Registration Statement;
2. the Merger Agreement;
3. the Amended and Restated Certificate of Incorporation of Qwest
(as amended, the "Qwest Certificate of Incorporation"); and
4. the bylaws of Qwest (the "Qwest Bylaws").
We also have examined the Registration Statement for purposes of
registering shares of Qwest Common Stock to be issued in connection with the
Merger Agreement (the "Securities") under the Securities Act and the Proxy
Statement/Prospectus contained in the Registration Statement, excluding the
documents incorporated in it by reference (the "Prospectus").
Page 2 - Qwest Communications International, Inc. - _____________,
As to relevant factual matters, we have relied upon, among other
things, the representations and warranties contained in the Merger Agreement.
In addition, we have obtained and relied upon those certificates of public
officials we considered appropriate.
We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity with originals of
all documents submitted to us as copies. We have assumed the authorization,
execution and delivery of all documents, including, without limitation, the
Merger Agreement, and the satisfaction or waiver of the conditions to the
consummation of the transactions contemplated by the Merger Agreement.
For purposes of this opinion, we have assumed that the per share
consideration paid to Qwest upon issuance of the Securities will exceed the par
value of a share of Qwest Common Stock and that there will be an adequate number
of authorized shares of Qwest Common Stock available for issuance at the time of
any issuance of the Securities.
On the basis of such examination, our reliance upon the assumptions in
this opinion and our consideration of those questions of law we considered
relevant, and subject to the limitations and qualifications in this opinion, we
are of the opinion that, upon authorization of the Securities by all necessary
corporate action on the part of Qwest, including all necessary action by the
board of directors of Qwest, and issuance of the Securities as so authorized and
in accordance with the Merger Agreement, and against payment for the Securities
and the countersigning of the certificate or certificates representing the
Securities by a duly authorized signatory of the registrar for shares of Qwest
Common Stock, the Securities will be duly and validly authorized and will be
validly issued, fully paid and non-assessable.
The law covered by this opinion is limited to the present federal law
of the United States, the present law of the State of New York and the General
Corporation Law of the State of Delaware, in each case as in effect on the date
hereof. We express no opinion as to the laws of any other jurisdiction and no
opinion regarding the statutes, administrative decisions, rules, regulations or
requirements of any county, municipality, subdivision or local authority of any
jurisdiction. Additionally, we express no opinion concerning federal or state
securities laws or regulations or compliance with fiduciary requirements, except
as otherwise expressly stated herein.
This opinion is furnished by us as special counsel for Qwest and may
be relied upon by you only in connection with the execution and delivery of the
Merger Agreement and issuance of the Securities as contemplated therein. It may
not be used or relied upon by you for any other purpose or by any other person,
nor may copies be delivered to any other person, without in each instance our
prior written consent.
We hereby consent to the filing of this opinion 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
person whose consent is required under Section 7 of the Securities Act.
Respectfully submitted,