EXHIBIT 5

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

Thomas O. McGimpsey
Senior Attorney and
Assistant Secretary

June 25, 1999



U S WEST, 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 U S WEST,  Inc. a
Delaware   corporation  (the  "Company"),   with  the  Securities  and  Exchange
Commission  (the  "Commission")  on June 25, 1999.  The  Registration  Statement
covers  5,000,000 shares of $.01 par value per share Common Stock of the Company
(the "Shares") which may be issued from time to time in connection with the 1999
U S WEST Non-Executive Stock Plan (the "Plan").

I have made such legal and factual  examinations  and inquiries as I have 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