EXHIBIT 5-A

October 30, 2001

Qwest Capital Funding, Inc.
Qwest Communications International Inc.
1801 California Street
Denver, Colorado 80202

                  RE:      REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen:

         We have acted as special counsel to Qwest Capital Funding, Inc., a
Colorado corporation (the "Company") and Qwest Communications International Inc.
("Qwest"), a Delaware corporation, in connection with the preparation and filing
by the Company and Qwest with the Securities and Exchange Commission (the
"Commission") of a Registration Statement on Form S-4 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the registration by the Company of $1,250,000,000 aggregate
principal amount of its 5 7/8% Notes due 2004, $2,000,000,000 aggregate
principal amount of its 7% Notes due 2009, and $500,000,000 aggregate principal
amount of its 7 5/8% Notes due 2021 (collectively, the "new Notes"),
unconditionally guaranteed (the new "Guarantees") as to payment of principal and
interest by Qwest. The Registration Statement also relates to the offer by the
Company to exchange the new Notes and new Guarantees for all of its outstanding
$1,250,000,000 aggregate principal amount of 5 7/8% Notes due 2004,
$2,000,000,000 aggregate principal amount of 7% Notes due 2009, and $500,000,000
aggregate principal amount of 7 5/8% Notes due 2021 (collectively, the "old
Notes") and the related guarantees (the "old Guarantees"), previously issued
pursuant to the Purchase Agreement, dated July 25, 2001 (the "Purchase
Agreement"), and filed as an exhibit to the Registration Statement. The new
Notes and the new Guarantees will be issued pursuant to the terms of the
Registration Rights Agreement, dated as of July 30, 2001, by and among the
Company, Qwest and the initial purchasers party thereto (the "Registration
Rights Agreement") and filed as an exhibit to the Registration Statement, and
pursuant to an Indenture, dated June 29, 1998, as supplemented, by and among the
Company, Qwest and Bank One Trust Company, National Association, as trustee (the
"Indenture").

         In our capacity as such counsel, we have examined originals or copies
of those corporate and other records and documents 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.



Qwest Capital Funding, Inc., October 30, 2001 - Page 2

         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:

         1. The new Notes, when duly executed and authenticated in the manner
contemplated in the Indenture and issued and delivered in exchange for the old
Notes as contemplated in the prospectus constituting a part of the Registration
Statement (the "Prospectus") will be legally valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or affecting creditors' rights generally (including,
without limitation, fraudulent conveyance laws), and by general principles of
equity including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief, regardless of whether considered in a
proceeding in equity or at law.

         2. The new Guarantees, when duly executed and authenticated in the
manner contemplated in the Indenture and issued and delivered in exchange for
the old Guarantees as contemplated in the Prospectus will be legally valid and
binding obligations of Qwest, enforceable against Qwest in accordance with their
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting creditors' rights generally
(including, without limitation, fraudulent conveyance laws), and by general
principles of equity including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance or injunctive relief, regardless of whether considered in a
proceeding in equity or at law.

         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 present
corporate law of the State of Delaware. 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.

         With respect to matters of Colorado law, we are relying upon the
opinion of Holme Roberts & Owen LLP, dated the date hereof, a copy of which has
been delivered to you. We are relying upon such opinion without independent
verification thereof.

         We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the reference to this Firm in the Prospectus
under the caption "LEGAL MATTERS."





Qwest Capital Funding, Inc., October 30, 2001 - Page 3

         This opinion is expressly limited to the matters set forth above and we
render no opinion, whether by implication or otherwise, as to any other matters.
We assume no obligation to update or supplement this opinion to reflect any
facts or circumstances that arise after the date of this opinion and come to our
attention, or any future changes in law.

                                                    Respectfully submitted,

                                                     /s/ O'MELVENY & MYERS LLP