EXHIBIT 5



                                                                                
                                 [LETTERHEAD OF
                           WILLKIE FARR & GALLAGHER]


    
April 2, 1999     



Level 3 Communications, Inc.
3555 Farnam Street
Omaha, Nebraska  68131

Re:  Registration Statement on Form S-4
     File No. 333-71687
     -----------------------------------
Ladies and Gentlemen:

    
     We are counsel for Level 3 Communications, Inc., a Delaware corporation
(the "Company"), and have acted as such in connection with various legal matters
relating to the filing of a Registration Statement on Form S-4 (File No. 333-
71687) (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), covering up to $833,815,000 aggregate principal
amount at maturity of outstanding 10-1/2% Senior Discount Notes Due 2008 (the
"New Notes") offered in exchange for up to $833,815,000 aggregate principal
amount at maturity of outstanding 10-1/2% Senior Discount Notes Due 2008,
originally issued and sold in reliance upon an exemption from registration under
the Securities Act (the "Original Notes").     

     The Original Notes were issued under, and the New Notes are to be issued
under, an indenture (the "Indenture"), dated as of December 2, 1998, entered
into between the Company, as issuer, and IBJ Schroder Bank & Trust Company, as
trustee (the "Trustee").  The exchange will be made pursuant to an exchange
offer contemplated by the Registration Statement (the "Exchange Offer").
Capitalized terms used but not otherwise defined herein shall have the meanings
assigned to them in the prospectus included in the Registration Statement.

 
Level 3 Communications
    
April 2, 1999     
Page 2


     In so acting, we have examined originals or copies, certified or otherwise,
identified to our satisfaction, of the Restated Certificate of Incorporation and
By-Laws of the Company and such documents, corporate records, certificates or
other instruments as in our judgment were necessary or appropriate to enable us
to render the opinions expressed below.  As to certain factual matters, we have
relied upon certificates of public officials, certificates and statements
(including representations and warranties as to facts set forth in any of the
documents referred to herein) of officers of the Company, and such other
documents as we have deemed necessary or appropriate for this opinion.  In such
examinations, we have assumed the accuracy of all documents and information
furnished to us, the genuineness of all documents submitted to us as originals
and the conformity to originals of all documents submitted to us as certified,
conformed or photostatic copies thereof, as well as the genuineness of all
signatures on all such documents.

     Based on the foregoing, we are of the opinion that:

    
           1. The execution and delivery of the Indenture has been duly
     authorized by the Company, and the Indenture constitutes a legal, valid and
     binding obligation enforceable against the Company in accordance with the
     terms thereof, except insofar as enforceability thereof may be limited by
     (a) usury, bankruptcy, insolvency, reorganization, moratorium or other
     similar laws affecting creditors' rights generally, or (b) general
     principles of equity.      

    
           2. The New Notes have been duly authorized by the Company and, when
     duly executed by the proper officers of the Company, duly authenticated by
     the Trustee and issued by the Company in accordance with the terms of the
     Indenture and the Exchange Offer, will constitute legal, valid and binding
     obligations of the Company, will be entitled to the benefits of the
     Indenture and will be enforceable against the Company in accordance with
     their terms, except insofar as enforceability thereof may be limited by (a)
     usury, bankruptcy, insolvency, reorganization, moratorium or other similar
     laws affecting creditors' rights generally, or (b) general principles of
     equity.    
    
     This opinion is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated. We call to your
attention that we do not express an opinion as to matters arising under the laws
of any jurisdiction, other than the laws of the State of New York, the Delaware
General Corporation Law and the Federal laws of the United States.     

     We hereby consent to being named as counsel for the Company in the
Registration Statement and under the caption "Legal Matters" in the prospectus
included in the Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement.

Very truly yours,


/s/ WILLKIE FARR & GALLAGHER