EXHIBIT 5

U S WEST, Inc.
1801 California Street
Denver, Colorado  80202

Thomas O. McGimpsey
Senior Attorney and
Assistant Secretary

May 26, 1998



USW-C, Inc.
1801 California Street
Denver, Colorado  80202

Ladies and Gentlemen:

I refer to the registration statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, to be filed by USW-C,
Inc. a Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") on May 26, 1998.  The Registration Statement
covers 1,000,000 shares of Common Stock of the Company, $.01 par value per
share (the "Shares") which may be issued from time to time in connection with
the U S WEST, Inc. Long-Term Incentive Plan (the "Plan").

I have made such legal and factual examinations and inquiries as I deemed
advisable for the purpose of rendering this opinion.  I am familiar with the
proceedings taken and proposed to be taken in connection with the
authorization, issuance and sale of the Shares.  Based on my examination and
inquiries, it is my opinion that the Shares, upon issuance thereof in
accordance with the terms of the Plan will be validly issued, fully paid, and
non-assessable.

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

Very truly yours,

/s/ THOMAS O. MCGIMPSEY

Thomas O. McGimpsey