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                                 Exhibit 5.1(a)

(415) 983-1000

                               September 20, 1995

AirTouch Communications, Inc.
One California Street
San Francisco, California 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, $.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 Preferred Stock or Common Stock, (i) stock purchase units ("Stock
Purchase Units") each representing ownership of a Stock Purchase Contract and
Debt Securities, Preferred Securities (as defined below) or debt obligations of
third parties, including the United States of America or agencies or
instrumentalities thereof, securing the holder's obligation to purchase
Preferred Stock or Common 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 "ATI Trust"), the Common Securities of which will be wholly-owned by
AirTouch, representing undivided beneficial interests in the assets of the
applicable ATI Trust ("Preferred Securities"), out of moneys held by each of the
ATI Trusts, or any combination of the foregoing, either individually or as units
consisting of one or more 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 and
Guarantees are collectively referred to herein as, the "Securities"), having an
aggregate initial public offering price of up to U.S.$2,000,000,000 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 

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AirTouch Communications, Inc.
September 20, 1995
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Financing Trust I and ATI Financing Trust II with the Securities and Exchange 
Commission on September 20, 1995 under the Securities Act of 1933.

     We are 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 we have deemed necessary for purposes of this opinion.

Based upon the foregoing, we are 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 consideratin 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.

     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

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AirTouch Communications, Inc.
September 20, 1995
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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 4.11 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.

     5.  With respect to the Debt Securities to be issued under the Senior Debt
Indenture filed as Exhibit 4.8 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 4.12 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

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AirTouch Communications, Inc.
September 20, 1995
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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 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
4.9 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 4.9 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 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).

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September 20, 1995
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     9.  With respect to the Debt Warrants, when (a) one or more agreements
(incorporating the form of Standard Debt Securities Warrant Provisions filed as
Exhibit 4.10 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 4.14 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 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 4.14 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 

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AirTouch Communications, Inc.
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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).

     12. With respect to the Guarantees, when (a) one or more agreements 
(incorporating the form of Preferred Securities Guarantee Agreement filed as 
Exhibit 4.13 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 our opinions expressed above, we 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. We 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.

     We are members 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.

     We 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. We also consent to the use or our name in the related
prospectus and prospectus supplement under the heading "Legal Matters."


                                     Very truly yours,


                                     Pillsbury Madison & Sutro