[Letterhead of Weil, Gotshal & Manges LLP]

                            March 18, 1998





U S WEST, Inc.
USW-C, Inc.
7800 East Orchard Road
Englewood, Colorado  80111

Ladies and Gentlemen:

          We have acted as counsel to U S WEST, Inc., a Delaware corporation 
("U S WEST"), and USW-C, Inc., a Delaware corporation ("New U S WEST"), in 
connection with the preparation and filing of the Registration Statement 
(File no. 333-45765) of New U S WEST on Form S-4 (as amended, the 
"Registration Statement") relating to the registration under the Securities 
Act of 1933, as amended (the "Securities Act"), of shares of Common Stock, 
par value $.01 per share ("New U S WEST Common Stock"), of New U S WEST to be 
issued to U S WEST's stockholders pursuant to the terms of a Separation 
Agreement (the "Separation Agreement"), to be entered into between U S WEST 
and New U S WEST.  Pursuant to the Separation Agreement and subject to the 
terms and conditions set forth therein, (i) each outstanding share of U S 
WEST Communications Group Common Stock, par value $.01 per share, of U S WEST 
will be redeemed for one share of New U S WEST Common Stock and (ii) a 
fraction of a share of New U S WEST Common Stock will be issued as a dividend 
on each outstanding share of U S WEST Media Group Common Stock, par value 
$.01 per share (the "Separation").

          In so acting, we have reviewed the Registration Statement, 
including the proxy statement and prospectus contained therein (the "Proxy 
Statement"), the form of restated certificate of incorporation of New U S 
WEST (the 



March 18, 1998
Page 2

"Restated Certificate") to be filed with the Secretary of State of Delaware 
immediately prior to the effective time of the Separation, and the form of 
Separation Agreement.  In addition, we have examined originals or copies, 
certified or otherwise identified to our satisfaction, of such corporate 
records, agreements, documents and other instruments, and such certificates 
or comparable documents of public officials and of officers and 
representatives of U S WEST and New U S WEST, and have made such inquiries of 
such officers and representatives, as we have deemed relevant and necessary 
as a basis for the opinions hereinafter set forth.

          In such examination, we have assumed the genuineness of all 
signatures, the legal capacity of natural persons, the authenticity of all 
documents submitted to us as originals, the conformity to original documents 
of all documents submitted to us as certified or photostatic copies and the 
authenticity of the originals of such latter documents.  As to all questions 
of fact material to this opinion that have not been independently 
established, we have relied upon certificates or comparable documents of 
officers and representatives of U S WEST and New U S WEST. We have also 
assumed the due execution and delivery of the Separation Agreement and the 
Restated Certificate and the due filing of the Restated Certificate with the 
Secretary of State of Delaware prior to the effective time of the Separation.

          Based on the foregoing, and subject to the qualifications stated 
herein, we are of the opinion that:

          1.   New U S WEST is a corporation duly incorporated and validly 
existing under the laws of the State of Delaware.

          2.   The shares of New U S WEST Common Stock to be issued in 
connection with the Separation and registered pursuant to the Registration 
Statement have been duly authorized and, when issued as contemplated by the 
Separation Agreement, will be validly issued, fully paid and nonassessable.

          The opinions expressed herein are limited to the corporate laws of 
the State of Delaware, and we express no opinion as to the effect on the 
matters covered by this letter of the laws of any other jurisdiction.



March 18, 1998
Page 3


          We hereby consent to the filing of this opinion as an exhibit to 
the Registration Statement and to the references to this firm under the 
heading "Chapter 9:  The Annual Meeting and Certain Other Matters Legal 
Matters" in the Proxy Statement, without admitting that we are "experts" 
under the Securities Act or the rules and regulations promulgated thereunder 
with respect to any part of the Registration Statement.

                                       Very truly yours,

                                       /s/ Weil, Gotshal & Manges LLP