October 11, 2000


Qwest Corporation
1801 California Street
Denver, Colorado 80202

             RE: CERTAIN UNITED STATES FEDERAL INCOME TAX MATTERS

Dear Ladies and Gentlemen:

     We have acted as special tax counsel to Qwest Corporation, a Colorado
corporation (the "COMPANY"), in connection with the preparation of the
Company's Registration Statement on Form S-4, filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), on October 11, 2000 (as thereafter amended to the date
hereof and together with all exhibits thereto, the "REGISTRATION STATEMENT"),
relating to the offer by the Company to exchange up to $1,000,000,000
aggregate principal amount of its new 7 5/8% Notes due June 3, 2003 (the
"SECURITIES"), which have been registered under the Securities Act, for a
like principal amount of its outstanding 7 5/8% Notes due June 3, 2003, which
have not been so registered (the "EXCHANGE OFFER").  You have requested our
opinion regarding certain United States federal income tax matters in
connection with the Exchange Offer.  Capitalized terms used but not otherwise
defined herein shall have the meanings assigned to such terms in the
Registration Statement.

     In formulating our opinion herein we have reviewed the Registration
Statement and such certificates, records, and other documents as we have
deemed necessary or appropriate as a basis for the opinion set forth below.
In conducting such review for purposes of rendering our opinion we have not
conducted an independent investigation of any of the facts set forth in the
Registration Statement, certificates, or any other documents, records, or
certificates, and have, consequently, relied upon the Company's
representations that the information presented in such documents, records, or
certificates or otherwise furnished to us accurately represent and completely
describe all material facts relevant to our opinion herein, and upon the
authenticity of documents submitted to us as originals or certified copies,
the accuracy of copies, the genuineness of all signatures and the legal
capacity of all natural persons.  No facts have come to our attention,
however, that would cause us to question the accuracy and completeness of
such facts or documents in a material way.




Qwest Corporation, October 11, 2000 - Page 2


     Additionally, in rendering our opinion herein we have assumed that the
Exchange Offer or any other transactions described in or contemplated by any
of the aforementioned documents have been or will be consummated in
accordance with the operative documents relating to such transactions.

     The opinion set forth in this letter is based on relevant provisions of
the Internal Revenue Code of 1986, as amended (the "CODE"), Treasury
Regulations thereunder (including proposed and temporary Treasury
Regulations), and interpretations of the foregoing as expressed in court
decisions, administrative determinations, and the legislative history as of
the date hereof.  These provisions and interpretations are subject to change,
which may or may not be retroactive in effect, that might result in
modifications of our opinion.  Our opinion is not binding on the Internal
Revenue Service or on the courts, and, therefore, provides no guarantee or
certainty as to results.  In addition, our opinion is based on certain
factual representations and assumptions described herein.  Any change
occurring after the date hereof in, or a variation from, any of the foregoing
bases for our opinion could affect the conclusion expressed below.

     On the basis of the foregoing, our reliance upon the assumptions in this
opinion and our consideration of those questions of law we considered
relevant, and subject to the limitations and qualifications in this opinion,
we are of the opinion that the statements made in the Registration Statement
under the caption "CERTAIN U.S. FEDERAL TAX CONSIDERATIONS" insofar as such
statements purport to summarize certain federal income tax laws of the United
States or legal conclusions with respect thereto, constitute a fair summary
of the principal United States federal tax consequences of the purchase,
ownership and disposition of the Securities.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  We also consent to the references to O'Melveny &
Myers LLP under the caption "Legal Matters" in the Registration Statement.

     This opinion is expressly limited to the matters set forth above and we
render no opinion, whether by implication or otherwise, as to any other
matter relating to the Company or to any investment therein, or under any
other law.  We assume no obligation to update or supplement this opinion to
reflect any facts or circumstances that arise after the date of this opinion
and come to our attention, or any future changes in law.

                                                 Respectfully submitted,


                                                 /s/ O'MELVENY & MYERS LLP