[Letterhead of Marcus & Thompson, P.C.]


                                        August 26, 1997


Telegroup, Inc.
2098 Nutmeg Avenue
Fairfield, Iowa  52556

     Re:  Issuance of Shares of Common Stock by Telegroup, Inc.
          -----------------------------------------------------

Ladies and Gentlemen:

     We have acted as counsel to Telegroup, Inc. (the "Company") in connection
with the Company's filing pursuant to the Securities Act of 1933, as amended
(the "Act"), of a registration statement on Form S-8 (the "Registration
Statement"), relating to the registration of 4,000,000 shares of common stock,
no par value per share (the "Common Stock"), of the Company for possible
issuance and sale under the Company's Amended and Restated 1996 Stock Option
Plan.  You have requested our opinion as to certain matters with respect to
the issuance of the Common Stock.

     We have examined such corporate records of the Company, including its
Second Restated Articles of Incorporation, its Amended and Restated Bylaws,
and resolutions of the Board of Directors and shareholders of the Company as
well as such other documents as we deem necessary for rendering the opinion
hereafter expressed.

     On the basis of the foregoing, we are of the opinion that the Common
Stock has been duly authorized by the Board of Directors of the Company and,
when issued and sold as described in the Registration Statement, the Common
Stock will be legally issued, fully paid, and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                 Sincerely yours,

                                 MARCUS & THOMPSON, P.C.


                                 By:  /s/ Jay Marcus
                                    ---------------------------

JBM/re