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