[Weil, Gotshal & Manges letterhead]
May 4, 1998
U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111
Ladies and Gentlemen:
We have acted as counsel to U S WEST, Inc., a Delaware corporation to
be renamed "MediaOne Group, Inc." ("U S WEST"), MediaOne Group Funding, Inc., a
Delaware corporation ("MediaOne Funding"), and MediaOne Finance Trust I and
MediaOne Finance Trust II, each a Delaware business trust (the "Trusts"), in
connection with the preparation of the registration statement of U S WEST,
MediaOne Funding and the Trusts on Form S-4 (333-50227) filed with the
Securities and Exchange Commission (the "Commission") on April 15, 1998 and
amended by Amendment No. 1 filed with the Commission on May 4, 1998 (as
amended, the "Registration Statement"), relating to the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of preferred
securities of the Trusts (the "Preferred Securities") and debt securities of
MediaOne Funding (the "Debt Securities"). The Debt Securities will be fully and
unconditionally guaranteed by U S WEST (the "Debt Guarantees"). The Debt
Guarantees will be issued in accordance with the provisions of an indenture (the
"Indenture") to be executed by U S WEST, MediaOne Funding and Norwest Bank
Minnesota, National Association, as trustee (the "Trustee"), the form of which
is being filed as an exhibit to the Registration Statement. The Preferred
Securities will be guaranteed by U S WEST in the manner and to the extent set
forth in a Guarantee Agreement (the "Preferred Securities Guarantees"), the
forms of which are being filed as exhibits to the Registration Statement.
In so acting, we have reviewed the Registration Statement, including
the prospectus (the "Prospectus") contained therein, and the form of Indenture,
form of Debt Security, form of Debt Guarantee and forms of Preferred Securities
Guarantees being filed with the Commission as exhibits to the Registration
Statement. 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 MediaOne
Funding, 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 MediaOne Funding.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. U S WEST and MediaOne Funding are corporations duly incorporated
and validly existing under the laws of the State of Delaware.
2. U S WEST has all requisite corporate power and authority to
execute and deliver the Debt Guarantees, the Indenture and the Preferred
Securities Guarantees and to perform its obligations thereunder. MediaOne
Funding has all requisite corporate power and authority to execute and deliver
the Debt Securities and the Indenture and to perform its obligations thereunder.
3. The execution and delivery of the Debt Guarantees, the Indenture
and the Preferred Securities Guarantees by U S WEST have been duly authorized by
all necessary corporate action on the part of U S WEST. The execution and
delivery of the Debt Securities and the Indenture by MediaOne Funding have been
duly authorized by
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all necessary corporate action on the part of MediaOne Funding.
4. The Debt Securities, when executed, authenticated, issued and
delivered in the manner contemplated in the Indenture, will constitute legal,
valid and binding obligations of MediaOne Funding, entitled to the benefits of
the Indenture and enforceable against MediaOne Funding in accordance with their
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity) and except to the extent that rights to indemnification thereunder
may be limited by federal or state securities laws or public policy relating
thereto.
5. The Debt Guarantees, when executed, issued and delivered in the
manner contemplated in the Indenture, will constitute legal, valid and binding
obligations of U S WEST, entitled to the benefits of the Indenture and
enforceable against U S WEST in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity) and except
to the extent that rights to indemnification thereunder may be limited by
federal or state securities laws or public policy relating thereto.
6. The Preferred Securities Guarantees, when executed and delivered
by U S WEST, will constitute legal, valid and binding obligations of U S WEST,
enforceable against U S WEST in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).
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The opinions expressed herein are limited to the laws of the State of
New York and 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this opinion under the heading
"Chapter 8: Certain Other Matters - Legal Matters" in the Prospectus, without
admitting that we are "experts" under the Securities Act or the rules and
regulations of the Commission issued thereunder with respect to any part of the
Registration Statement.
Very truly yours,
WEIL, GOTSHAL & MANGES L.L.P.
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