[SBC WARBURG DILLON READ INC. LETTERHEAD]
 
                                                                February 6, 1998
 
The Board of Directors
U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111
 
Re: Registration Statement of USW-C, Inc. relating to the Common Stock, par
    value $.01 per share, being registered in connection with the Separation of
    U S WEST, Inc.
 
Members of the Board:
 
    Reference is made to our opinion letter dated February 6, 1998 with respect
to the separation of the U S WEST Communications Group (the "Communications
Group") and the U S WEST Media Group (the "Media Group") into two
separately-traded companies and, in connection therewith, the alignment of U S
WEST Dex, Inc., a business currently attributed to the Media Group, with the
Communications Group.
 
    The foregoing opinion letter is for the information and assistance of the
Board of Directors of U S WEST, Inc. in connection with its consideration of the
transaction contemplated therein and is not to be used, circulated, quoted or
otherwise referred to for any other purpose, nor is it to be filed with,
included in or referred to in whole or in part in any registration statement,
proxy statement or other document, except in accordance with our written
consent.
 
    In that regard, we hereby consent to the reference to the opinion of our
Firm under the captions "Chapter 3: The Separation--Background of the
Separation" and "Chapter 3: The Separation--Opinions of Financial Advisors" and
to the inclusion of the foregoing opinion in the Proxy Statement included in the
above-mentioned Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
 

                                                   
                                              Very truly yours,
 
                                              SBC WARBURG DILLON READ INC.
 
                                              By                  /S/ S. DAVIS TERRY, JR.
                                                         ----------------------------------------
                                                                     MANAGING DIRECTOR
 
                                              By                    /S/ KARIM F. TABET
                                                         ----------------------------------------
                                                                    EXECUTIVE DIRECTOR