EXHIBIT 5
                           SIDLEY AUSTIN BROWN & WOOD
                     (Sidley Austin Brown & Wood Letterhead)


                                 BANK ONE PLAZA
                              10 S. DEARBORN STREET
                             CHICAGO, ILLINOIS 60603
                             TELEPHONE 312 853 7000
                             FACSIMILE 312 853 7036
                                 www.sidley.com

                                  FOUNDED 1866

October 16, 2001

Telephone and Data Systems, Inc.
Suite 4000
30 N. LaSalle Street
Chicago, Illinois  60602

                  Re:      Telephone and Data Sytems, Inc.
                           Registration Statement on Form S-8
                           ----------------------------------
Ladies and Gentlemen:

     We are counsel to Telephone and Data Systems,  Inc., a Delaware corporation
(the  "Company"),   and  have  represented  the  Company  with  respect  to  the
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933,  as amended  (the  "Securities  Act"),  relating  to the  issuance  and
delivery  of up to  12,000  Common  Shares,  par  value  $0.01  per  share  (the
"Shares"),  of the Company under the Chorus  Communications  Group,  Ltd.  Stock
Incentive Plan (the "Plan"),  pursuant to the  requirements of the Agreement and
Plan of Merger by and among the Company,  Singer  Acquisition  Corp.  and Chorus
Communications Group, Ltd., dated November 24, 2000 (the "Merger Agreement").

     In rendering this opinion  letter,  we have examined and relied upon a copy
of the Plan, the Registration  Statement and the Merger Agreement.  We have also
examined  and relied upon  originals,  or copies of  originals  certified to our
satisfaction, of such agreements,  documents,  certificates and other statements
of  governmental  officials  and  other  instruments,  and  have  examined  such
questions of law and have satisfied  ourselves as to such matters of fact, as we
have considered relevant and necessary as a basis for this opinion letter.

                  Based on the foregoing, we are of the opinion that:

                  1. The Company is duly incorporated and validly existing under
the laws of the State of Delaware; and

                  2. Each Share will be legally issued, fully paid and
nonassessable when (i) the Registration Statement shall have become effective
under the Securities Act; (ii) such Share


SIDLEY AUSTIN BROWN & WOOD

Telephone and Data Systems, Inc.
October 16, 2001
Page 2



shall have been duly  issued and  delivered  in the manner  contemplated  by the
Plan;  and (iii) a  certificate  representing  such  Share  shall have been duly
executed, countersigned and registered and duly delivered to the person entitled
thereto against receipt of the agreed consideration  therefor (not less than the
par value thereof) in accordance with the Plan.

     For the purposes of this opinion letter,  we have assumed that, at the time
of the issuance,  sale and delivery of each Share, the authorization  thereof by
the Company will not have been  modified or  rescinded,  and there will not have
occurred any change in law affecting the validity,  legally binding character or
enforceability thereof; and the Plan will not have been modified or amended.

     We do not find it  necessary  for the  purposes of this  opinion  letter to
cover,  and  accordingly  we express no  opinion as to, the  application  of the
securities or "Blue Sky" laws of the various  states or the District of Columbia
to the issuance and delivery of the Shares.

     This opinion letter is limited to the General  Corporation Law of the State
of Delaware and the Securities Act.

     Walter C.D.  Carlson,  a director of the Company and of a subsidiary of the
Company,  Michael G. Hron, the General Counsel and an Assistant Secretary of the
Company and a subsidiary  of the Company and an  Assistant  Secretary of certain
subsidiaries of the Company,  William S. DeCarlo,  the Assistant General Counsel
and an Assistant  Secretary of the Company and an Assistant Secretary of certain
subsidiaries  of the Company,  and Stephen P.  Fitzell,  the  Assistant  General
Counsel and an Assistant Secretary of certain  subsidiaries of the Company,  are
members  of this law firm.  Walter  C.D.  Carlson  is also a trustee of a voting
trust which controls the Company.

     We hereby consent to the filing of this opinion letter as an Exhibit to the
Registration  Statement and to all  references to our firm included in or made a
part of the Registration Statement.

                                                     Very truly yours,

                                                     SIDLEY AUSTIN BROWN & WOOD