-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I/w1xhJ/K6MpnJ4oxQWd5gXZEL2aW3hwI3v8aJBPUp8supebCLe6bHXjEwZQpCkw 0nN6I1qdOKmQhQpOfXEB+Q== 0000912057-96-023611.txt : 19961031 0000912057-96-023611.hdr.sgml : 19961031 ACCESSION NUMBER: 0000912057-96-023611 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19961024 EFFECTIVENESS DATE: 19961024 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: US WEST INC CENTRAL INDEX KEY: 0000732718 STANDARD INDUSTRIAL CLASSIFICATION: 4813 IRS NUMBER: 840926774 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 033-57889 FILM NUMBER: 96647295 BUSINESS ADDRESS: STREET 1: 7800 E ORCHARD RD STREET 2: SUITE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037936629 MAIL ADDRESS: STREET 1: 7800 EAST ORCHARD ROAD STREET 2: SUITE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US WEST CAPITAL FUNDING INC CENTRAL INDEX KEY: 0000794987 STANDARD INDUSTRIAL CLASSIFICATION: 6189 IRS NUMBER: 841028672 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS462B SEC ACT: 1933 Act SEC FILE NUMBER: 033-57889-01 FILM NUMBER: 96647296 BUSINESS ADDRESS: STREET 1: 7800 E ORCHARD RD STE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037936629 MAIL ADDRESS: STREET 1: 7800 EAST ORCHARD ROAD SUITE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S WEST FINANCING II CENTRAL INDEX KEY: 0000938829 STANDARD INDUSTRIAL CLASSIFICATION: 4813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS462B SEC ACT: 1933 Act SEC FILE NUMBER: 033-57889-03 FILM NUMBER: 96647297 BUSINESS ADDRESS: STREET 1: 7800 EAST ORCHARD ROAD STREET 2: SUITE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80155 BUSINESS PHONE: 3037936500 MAIL ADDRESS: STREET 1: U S WEST FINANCING II STREET 2: 7800 EAST ORCHARD RD STE 480 CITY: ENGLEWOOD STATE: CO ZIP: 80155 POS462B 1 462B AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 1996 - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- U S WEST, INC. DELAWARE 84-0926774 U S WEST CAPITAL FUNDING, INC. COLORADO 84-1028672 U S WEST FINANCING II DELAWARE 84-6283244 (EXACT NAME OF REGISTRANT AS (STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER SPECIFIED IN ITS CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
7800 EAST ORCHARD ROAD ENGLEWOOD, COLORADO 80111 (303) 793-6500 (Name, address, including zip code, and telephone number, including area code, of each registrant's principal executive offices) -------------------------- STEPHEN E. BRILZ, ESQ. U S WEST, INC. 7800 EAST ORCHARD ROAD ENGLEWOOD, COLORADO 80111 (303) 793-6626 (Name, address, including zip code, and telephone number of agent for service for each registrant) PLEASE SEND COPIES OF ALL COMMUNICATIONS TO: DENNIS J. BLOCK, ESQ. AKIKO MIKUMO, ESQ. WEIL, GOTSHAL & MANGES 767 FIFTH AVENUE NEW YORK, NEW YORK 10153 (212) 310-8000 -------------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the Registration Statement, as determined by market conditions. -------------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 33-57889, 33-57889-01 and 33-57889-03 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. / / _____________ If delivery of the prospectus is expected to be made pursuant to Rule 434, pleasecheck the following box. / / -------------------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM AMOUNT OF AGGREGATE OFFERING REGISTRATION FEE TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED PRICE (1)(2)(3) (1) Preferred Securities of U S WEST Financing II..................................... Subordinate Debt Securities of U S WEST Capital Funding, Inc...................... Guarantees of Preferred Securities of U S WEST Financing II by U S WEST, Inc. (4)............................................................................. Guarantees of Subordinated Debt Securities by U S WEST, Inc. (4).................. Total......................................................................... $80,000,000 $24,243
(1) Such indeterminate number of Preferred Securities of U S WEST Financing II as may from time to time be issued at indeterminate prices. Subordinated Debt Securities may be issued and sold to U S WEST Financing II, in which event such Subordinated Debt Securities may later be distributed to the holders of Preferred Securities upon a dissolution of U S WEST Financing II and the distribution of the assets thereof. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. The aggregate public offering price of the Preferred Securities of U S WEST Financing II and the Subordinated Debt Securities of U S WEST Capital Funding, Inc. registered hereby will not exceed $80,000,000. (3) Exclusive of accrued interest and distributions, if any. (4) No separate consideration will be received for any Guarantees. - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NOS. 33-57889, 33-57889-01 AND 33-57889-03 The Registrants hereby incorporate by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (File Nos. 33-57889, 33-57889-01 and 33-57889-03) declared effective on October 31, 1995 by the Securities and Exchange Commission. 2 EXHIBITS 5-A -- Opinion of Weil, Gotshal & Manges LLP 5-B -- Opinion of Morris, Nichols, Arsht & Tunnel 5-C -- Opinion of Stephen E. Brilz, Esq. 23-A -- Consent of Coopers & Lybrand L.L.P. 23-B -- Consent of Deloitte & Touche LLP 23-C -- Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5-A) 23-D -- Consent of Morris, Nichols, Arsht & Tunnel (included in Exhibit 5-B) 23-E -- Consent of Stephen E. Brilz, Esq. (included in Exhibit 5-C) 24-A -- Powers of Attorney
3 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, U S WEST, INC. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DENVER, STATE OF COLORADO, ON THE 24TH DAY OF OCTOBER, 1996. U S WEST, Inc. By /s/ STEPHEN E. BRILZ ----------------------------------- Stephen E. Brilz Assistant Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed below by the following directors and officers of U S WEST, Inc. in the capacities and on the date indicated. PRINCIPAL EXECUTIVE OFFICER: RICHARD D. McCORMICK* Chairman of the Board, President and Chief Executive Officer PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER: MICHAEL P. GLINSKY* Executive Vice President and Chief Financial Officer DIRECTORS: REMEDIOS DIAZ-OLIVER* GRANT A. DOVE* ALLAN D. GILMOUR* PIERSON M. GRIEVE* ALLEN F. JACOBSON* RICHARD D. MCCORMICK* MARILYN CARLSON NELSON* FRANK POPOFF* JERRY O. WILLIAMS* *By /s/ STEPHEN E. BRILZ -------------------------------------- Stephen E. Brilz Attorney-in-Fact Dated: October 24, 1996 4 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, U S WEST CAPITAL FUNDING, INC. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DENVER, STATE OF COLORADO, ON THE 24TH DAY OF OCTOBER, 1996. U S WEST Capital Funding, Inc. By /s/ STEPHEN E. BRILZ ----------------------------------- Stephen E. Brilz Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed below by the following directors and officers of U S WEST Capital Funding, Inc. in the capacities and on the date indicated. PRINCIPAL EXECUTIVE OFFICER: JAMES T. ANDERSON* President PRINCIPAL FINANCIAL OFFICER: Vice President and RAHN K. PORTER* Treasurer PRINCIPAL ACCOUNTING OFFICER: Vice President and JAMES R. TAUCHER* Controller DIRECTORS: JAMES T. ANDERSON* MICHAEL P. GLINSKY* *By /s/ STEPHEN E. BRILZ - - ----------------------------------- Stephen E. Brilz Attorney-in-Fact Dated: October 24, 1996 5 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, U S WEST FINANCING II CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DENVER, STATE OF COLORADO, ON THE 24TH DAY OF OCTOBER, 1996. U S WEST Financing II By /s/ JAMES T. ANDERSON ----------------------------------- James T. Anderson, Trustee By /s/ RAHN K. PORTER ----------------------------------- Rahn K. Porter, Trustee By /s/ ROGER FOX ----------------------------------- Roger Fox, Trustee 6 EX-5.A 2 EXHIBIT 5-A EXHIBIT 5-A Weil, Gotshal & Manges LLP A limited liability partnership including professional corporations 767 Fifth Avenue, New York, NY 10153-0019 (212) 310-8000 FAX: (212) 310-8007 October 24, 1996 U S WEST, Inc. 7800 East Orchard Road Englewood, Colorado 80111 Ladies and Gentlemen: We have acted as counsel to U S WEST, Inc., a Delaware corporation ("U S WEST"), U S WEST Capital Funding, Inc., a Colorado corporation ("Capital Funding"), and U S WEST Financing II, a Delaware business trust (the "Trusts"), in connection with the preparation of a Registration Statement of U S WEST, Capital Funding and the Trust on Form S-3, filed with the Securities and Exchange Commission (the "Commission") on October 24, 1996 (the "Abbreviated Registration Statement"), relating to the registration under the Securities Act of 1933, as amended (the "Securities Act"), of preferred securities of the Trust (the "Preferred Securities") and subordinated debt securities of Capital Funding (the "Subordinated Debt Securities"). The Subordinated Debt Securities will be fully and unconditionally guaranteed by U S WEST (the "Debt Guarantees"). The Subordinated Debt Securities and the Debt Guarantee will be issued in accordance with the provisions of an indenture, dated as of September 6, 1995, as amended (the "Indenture"), among U S WEST, Capital Funding and Norwest Bank Minnesota, National Association, as trustee (the "Trustee"). The Preferred Securities will be guaranteed by U S WEST in the manner and to the extent set forth in a Guarantee Agreement (the "Preferred Securities Guarantees"). The Preferred Securities and Subordinated Debt Securities are to be offered for sale to the public together with the preferred securities of the Trust and the subordinated debt securities of Capital Funding registered pursuant to a Registration Statement of U S WEST, Capital Funding and the Trust on Form S-3 (File Nos. 33-57889, 33-57889-01 and 33-57889-03), which was declared effective on October 31, 1995 (the "Initial Registration Statement"). In so acting, we have reviewed the Abbreviated Registration Statement, which incorporates by reference the Initial Registration Statement, the Initial Registration Statement, including the prospectus (the "Prospectus") contained therein, and the form of Indenture, form of Subordinated Debt Security, form of Debt Guarantee and form of Preferred Securities Guarantee filed with the Commission as exhibits to the Initial Registration Statement. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of U S WEST and Capital Funding, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of U S WEST and Capital Funding. Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that: 1. U S WEST is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. 2. The Subordinated Debt Securities have been duly and validly authorized by Capital Funding and, 2 when executed, authenticated, issued and delivered in the manner contemplated in the Indenture, will constitute legal, valid and binding obligations of Capital Funding, entitled to the benefits of the Indenture and enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that rights to indemnification thereunder may be limited by federal or state securities laws or public policy relating thereto. 3. The Debt Guarantees have been duly and validly authorized by U S WEST and, when executed, authenticated, issued and delivered in the manner contemplated in the Indenture, will constitute the legal, valid and binding obligations of U S WEST, entitled to the benefits of the Indenture and enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that rights to indemnification thereunder may be limited by federal or state securities laws or public policy relating thereto. 4. The Preferred Securities Guarantees have been duly and validly authorized by U S WEST and, when executed and delivered by U S WEST, will constitute the legal, valid and binding obligation of U S WEST, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). The opinions expressed herein are limited to the laws of the State of New York and the corporate laws of the State of Delaware and we express no opinion as 3 to the effect on the matters covered by this letter of the laws of any other jurisdiction, except that as to matters of Colorado law we have relied upon the opinion of Stephen E. Brilz, Esq. filed as an exhibit to the Abbreviated Registration Statement. The opinions expressed herein are rendered solely for your benefit in connection with the transactions described herein. These opinions may not be used or relied upon by any other person, nor may this letter or any copies thereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Abbreviated Registration Statement and to the references to this firm under the heading "Legal Opinions" in the Prospectus and under the heading "Legal Matters" in any prospectus supplement filed in connection with the issuance of Preferred Securities or Subordinated Debt Securities, without admitting that we are "experts" under the Securities Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Abbreviated Registration Statement or the Initial Registration Statement. Very truly yours, /s/ Weil, Gotshal & Manges LLP 4 EX-5.B 3 EXHIBIT 5-B EXHIBIT 5-B [Letterhead] October 24, 1996 US West Financing II c/o US West, Inc. 7800 East Orchard Road Englewood, CO 80111 Re: US WEST FINANCING II Ladies and Gentlemen: We have acted as special Delaware counsel to US West Financing II, a Delaware statutory business trust (the "Trust"), in connection with certain matters relating to the proposed issuance of Preferred Securities to beneficial owners pursuant to and as described in Post-Effective Amendment No. 1 to Registration Statement Nos. 33-57889, 33-57889-01, 33-57889-02, 33-57889-03, 33-57889-04 and the related Prospectus Supplement dated on or about the date hereof (to Prospectus dated October 31, 1995) (the "Post-Effective Amendment" and the "Prospectus Supplement") and the Registration Statement on Form S-3 to which this opinion relates which is to be filed pursuant to Rule 462(b) under the Securities Act of 1933 (the "Registration Statement"). Capitalized terms used herein and not otherwise herein defined are used as defined in the Amended and Restated Declaration of Trust of the Trust dated on or about the date hereof (the "Governing Instrument"). In rendering this opinion, we have examined copies of the following documents in the forms provided to us: the Certificate of Trust of the Trust as filed in the Office of the Secretary of State of the State of Delaware (the "State Office") on March 1, 1995 (the "Certificate"); a Declaration of Trust of the Trust dated as of March 1, 1995 (the "Original Governing Instrument"); the Governing Instrument; the Indenture dated as of September 6, 1996 between US West Funding, Inc., US West, Inc. and Norwest Bank Minnesota, National Association, as trustee, as supplemented by a Second Supplemental Indenture, dated as of October 31, 1995 and a Third Supplemental Indenture, dated on or about the date hereof; the Preferred Securities Guarantee to be made by US West, Inc.; the Common Securities Guarantee to be made by US West, Inc.; the Purchase Agreement relating to the Preferred Securities between, among others, US West, Inc., the Trust, and Merrill Lynch & Co. (the "Purchase Agreement"); the Post-Effective Amendment; the US West Financing II c/o US West, Inc. October 24, 1996 Page 2 Prospectus Supplement; the Registration Statement; and a certificate of good standing of the Trust obtained as of a recent date from the State Office. In such examinations, we have assumed the genuineness of all signatures, the conformity to original documents of all documents submitted to us as drafts or copies or forms of documents to be executed and the legal capacity of natural persons to complete the execution of documents. We have further assumed for purposes of this opinion: (i) the due formation or organization, valid existence and good standing of each entity that is a party to any of the documents reviewed by us under the laws of the jurisdiction of its respective formation or organization; (ii) the due authorization, execution and delivery by, or on behalf of, each of the parties thereto of the above-referenced documents (including, without limitation, the due authorization, execution and delivery of the Governing Instrument and the Purchase Agreement prior to the first issuance of Preferred Securities); (iii) that no event has occurred subsequent to the filing of the Certificate that would cause a dissolution or liquidation of the Trust under the Original Governing Instrument or the Governing Instrument, as applicable; (iv) that the activities of the Trust have been and will be conducted in accordance with the Original Governing Instrument or the Governing Instrument, as applicable, and the Delaware Business Trust Act, 12 DEL. C. SECTION 3801 ET SEQ. (the "Delaware Act"); (v) that each Holder of Preferred Securities has made payment of the required consideration therefor and received a Preferred Securities Certificate in consideration thereof in accordance with the terms and conditions of the Governing Instrument, Post-Effective Amendment, Prospectus Supplement, Registration Statement and Purchase Agreement and that the Preferred Securities are otherwise issued and sold to the Preferred Securities Holders in accordance with the terms, conditions, requirements and procedures set forth in the Governing Instrument, Post-Effective Amendment, Prospectus Supplement, Registration Statement and Purchase Agreement; and (vi) that the documents examined by us are in full force and effect, express the entire understanding of the parties thereto with respect to the subject matter thereof and have not been modified, supplemented or otherwise amended, except as herein referenced. No opinion is expressed with respect to the requirements of, or compliance with, federal or state securities or blue sky laws. We have not participated in the preparation of the Post-Effective Amendment, Prospectus Supplement, Registration Statement or any other offering materials relating to the Preferred Securities and we assume no responsibility for their contents. As to any fact material to our opinion, other than those assumed, we have relied without independent investigation on the above-referenced documents and on the accuracy, as of the date hereof, of the matters therein contained. US West Financing II c/o US West, Inc. October 24, 1996 Page 3 Based on and subject to the foregoing, and limited in all respects to matters of Delaware law, it is our opinion that, upon issuance, the Preferred Securities will constitute validly issued and, subject to the terms of the Governing Instrument, fully paid and nonassessable beneficial interests in the assets of the Trust. We note that pursuant to Section 11.04 of the Governing Instrument, the Trust may withhold amounts otherwise distributable to a Holder and pay over such amounts to the applicable jurisdictions in accordance with federal, state and local law and any amount withheld will be deemed to have been distributed to such Holder and that, pursuant to the Governing Instrument, Preferred Security Holders may be obligated to make payments or provide indemnity or security under the circumstances set forth therein. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. This opinion speaks only as of the date hereof and is based on our understanding and assumptions as to present facts, and on our review of the above referenced documents and the application of Delaware law as the same exist as of the date hereof, and we undertake no obligation to update or supplement this opinion after the date hereof for the benefit of any person or entity with respect to any facts or circumstances that may hereafter come to our attention or any changes in facts or law that may hereafter occur or take effect. This opinion is intended solely for the benefit of the addressee hereof in connection with the matters contemplated hereby and may not be relied on by any other person or entity or for any other purpose without our prior written consent. Very truly yours, MORRIS, NICHOLS, ARSHT & TUNNELL EX-5.C 4 EXHIBIT 5-C EXHIBIT 5-C U S WEST, Inc. Suite 480 7800 East Orchard Road Englewood, Colorado 80111 (303) 793-6626 Stephen E. Brilz Corporate Counsel October 24, 1996 U S WEST, Inc. 7800 East Orchard Road Englewood, Colorado 80111 Re: Public Offering of Securities I have examined the Registration Statement on Form S-3 filed contemporaneously herewith (the "Abbreviated Registration Statement") by U S WEST, Inc., a Delaware corporation ("U S WEST"), U S WEST Capital Funding, Inc., a Colorado corporation ("Capital Funding"), and U S WEST Financing II, a Delaware business trust (the "Trust"), relating to the registration under the Securities Act of 1933, as amended (the "Securities Act"), of preferred securities of the Trust (the "Preferred Securities") and subordinated debt securities of Capital Funding (the "Subordinated Debt Securities"). The Subordinated Debt Securities will be fully and unconditionally guaranteed by U S WEST (the "Debt Guarantees"). The Subordinated Debt Securities and the Debt Guarantee will be issued in accordance with the provisions of an indenture, dated as of September 6, 1995, as amended (the"Indenture"), among U S WEST, Capital Funding and Norwest Bank Minnesota, National Association, as trustee (the "Trustee"). The Preferred Securities will be guaranteed by U S WEST in the manner and to the extent set forth in a Guarantee Agreement (the "Preferred Securities Guarantees"). I have also examined the Registration Statement of U S WEST, Capital Funding and the Trust on Form S-3 (File Nos. 33-57889, 33-57889-01 and 33-57889-03), which was declared effective on October 31, 1995 (the "Initial Registration Statement"), including the Prospectus contained therein (the "Prospectus"), which relates to preferred securities of the Trust and subordinated debt securities of Capital Funding to be offered for sale to the public together with the Preferred Securities and Subordinated Debt Securities. The Initial Registration Statement has been incorporated by reference into the Abbreviated Registration Statement. I have examined U S WEST's restated certificate of incorporation and bylaws, as amended, Capital Funding's Articles of Incorporation and bylaws, as amended, the form of Indenture and such other documents, certificates and matters of fact as I have deemed necessary for purposes of this opinion. I am familiar with the proceedings taken and proposed to be taken by U S WEST and Capital Funding in connection with the proposed authorization, issuance and sale of the Preferred Securities, Preferred Securities Guarantees, Subordinated Debt Securities and Debt Guarantees. Based upon the foregoing, and in reliance thereon, it is my opinion that: 1. Capital Funding is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Colorado and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. 2. The execution and delivery of the Subordinated Debt Securities and the Indenture by Capital Funding have been duly authorized by all necessary corporate action of the part of Capital Funding. I hereby consent to the filing of this opinion as an exhibit to the Abbreviated Registration Statement, and I further consent to the use of my name under the caption "Legal Opinions" in the Prospectus and to the use of my name under the caption "Legal Matters" in any prospectus supplement filed in connection with the issuance of Preferred Securities or Subordinated Debt Securities. Very truly yours, /s/ Stephen E. Brilz --------------------------------------- Stephen E. Brilz 2 EX-23.A 5 EXHIBIT 23-A EXHIBIT 23-A CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of U S WEST, Inc. on Form S-3 of our report, which includes an explanatory paragraph regarding the discontinuance of accounting for the operations of U S WEST Communications, Inc. in accordance with Statement of Financial Accounting Standard No. 71, "Accounting for the Effects of Certain Types of Regulation," in 1993, dated February 12, 1996, except for Note 4, paragraph 3, as to which the date is February 27, 1996, on our audits of the consolidated financial statements of U S WEST, Inc., as of December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994 and 1993, which report is included in U S WEST, Inc.'s Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated February 12, 1996 on the related consolidated financial statement schedule, which report is included in U S WEST, Inc.'s Annual Report on Form 10-K. We consent to the incorporation by reference in this Registration Statement of U S WEST, Inc. on Form S-3 of our report, which includes an explanatory paragraph regarding the discontinuance of accounting for the operations of U S WEST Communications, Inc. in accordance with Statement of Financial Accounting Standard No. 71, "Accounting for the Effects of Certain Types of Regulation," in 1993, dated February 12, 1996, on our audits of the combined financial statements of U S WEST Communication Group, as of December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994 and 1993, which report is included in U S WEST, Inc.'s Annual Report on Form 10-K. We consent to the incorporation by reference in this Registration Statement of U S WEST, Inc. on Form S-3 of our report, dated February 12, 1996, except for Note 5, paragraph 3, as to which the date is February 27, 1996, on our audits of the combined financial statements and Supplementary Selected Proportionate Results of Operations of U S WEST Media Group, as of December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994 and 1993, which report is included in U S WEST, Inc.'s Annual Report on Form 10-K. We also consent to the reference to our firm under the caption "Experts". /s/ Coopers & Lybrand L.L.P. Denver, Colorado October 24, 1996 EX-23.B 6 EXHIBIT 23-B EXHIBIT 23-B INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement of U S WEST, Inc., U S WEST Capital Funding, Inc. and U S WEST Financing II on Form S-3 (the "462(b) Registration Statement") of our report, dated February 14, 1996 (which includes an explanatory paragraph related to changes in accounting for income taxes and investments in 1993 and 1994, respectively), with respect to the consolidated financial statements of Continental Cablevision, Inc. and subsidiaries appearing in the Registration Statement No. 333-13901 on Form S-4 of U S WEST, Inc. (which includes the proxy statement of Continental Cablevision, Inc. related to the proposed merger of Continental Cablevision, Inc. into U S WEST, Inc. or a subsidiary of U S WEST, Inc.), which report has been incorporated by reference in the Current Report on Form 8-K of U S WEST, Inc., dated October 15, 1996. We also consent to the reference to our firm under the heading "Experts" in a prospectus supplement relating to the 462(b) Registration Statement. DELOITTE & TOUCHE LLP Boston, Massachusetts October 23, 1996 EX-24.A 7 EXHIBIT 24-A EXHIBIT 24-A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, U S WEST, Inc., a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3, including related prospectuses (all effectively referred to as the "Registration Statement") for the registration of guaranties by the Company (the "Guaranties"), in conjunction with a registration by U S WEST Capital Funding, Inc. ("Capital Funding") and/or U S WEST Financing I, II or III ("Financing"), to increase the size of any such offering in a manner consistent with Rule 462(b) under the Securities Act of 1933, as amended; and WHEREAS, each of the undersigned is a Director of the Company as indicated below each signature; NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T. ANDERSON and STEPHEN E. BRILZ, and each of them, as attorneys for him or her and in his or her name, place, and stead, and in his or her capacity as an Officer or Director of the Company, to execute and file such Registration Statements, and thereafter to execute and file any amended registration statement or statements or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney this 21st day of October, 1996. /s/ REMEDIOS DIAZ-OLIVER /s/ RICHARD D. McCORMICK - - --------------------------------- --------------------------------- Remedios Diaz-Oliver Richard D. McCormick /s/ GRANT A. DOVE /s/ MARILYN C. NELSON - - --------------------------------- --------------------------------- Grant A. Dove Marilyn C. Nelson /s/ ALLAN D. GILMOUR /s/ FRANK POPOFF - - --------------------------------- --------------------------------- Allan D. Gilmour Frank Popoff /s/ PIERSON M. GRIEVE /s/ JERRY O. WILLIAMS - - --------------------------------- --------------------------------- Pierson M. Grieve Jerry O. Williams /s/ ALLEN F. JACOBSEN - - --------------------------------- Allen F. Jacobsen POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS WHEREAS, U S WEST, Inc., a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3, including related prospectuses (all effectively referred to as the "Registration Statement") for the registration of guaranties by the Company (the "Guaranties"), in conjunction with a registration by U S WEST Capital Funding, Inc. ("Capital Funding") and/or U S WEST Financing I, II and III ("Financing"), to increase the size of any such offering in a manner consistent with Rule 462(b) under the Securities Act of 1933, as amended; and WHEREAS, each of the undersigned is an Officer or Director, or both, of the Company as indicated below each signature; NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T. ANDERSON and STEPHEN E. BRILZ, and each of them, as attorneys for him and in his name, place, and stead, and in his capacity as an Officer or Director of the Company, to execute and file such Registration Statements, and thereafter to execute and file any amended registration statement or statements or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney this 21st day of October, 1996. /s/ RICHARD D. McCORMICK --------------------------------- Richard D. McCormick Chairman of the Board, Chief Executive Officer and President /s/ MICHAEL P. GLINSKY --------------------------------- Michael P. Glinsky Executive Vice President and Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, U S WEST Capital Funding, Inc., a Colorado corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3, including related prospectuses (all effectively referred to as the "Registration Statement") for the registration by the Company of subordinated debt securities, in conjunction with a registration by the Company and/or U S WEST Financing I, II or III ("Financing"), to increase the size of any such offering in a manner consistent with Rule 462(b) under the Securities Act of 1933, as amended; and WHEREAS, each of the undersigned is an Officer or Director, or both, of the Company as indicated below each signature; NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T. ANDERSON and STEPHEN E. BRILZ, and each of them, as attorneys for him and in his name, place, and stead, and in his capacity as an Officer or Director of the Company, to execute and file such Registration Statements, and thereafter to execute and file any amended registration statement or statements or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney this 21st day of October, 1996. /s/ JAMES T. ANDERSON ______________________________ James T. Anderson President and Director /s/ MICHAEL P. GLINSKY ______________________________ Michael P. Glinsky Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, U S WEST Capital Funding, Inc., a Colorado corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3, including related prospectuses (all effectively referred to as the "Registration Statement") for the registration by the Company of subordinated debt securities, in conjunction with a registration by U S WEST Financing I, II or III ("Financing"), to increase the size of any such offering in a manner consistent with Rule 462(b) under the Securities Act of 1933, as amended; and WHEREAS, each of the undersigned is an Officer of the Company as indicated below each signature; NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T. ANDERSON and STEPHEN E. BRILZ, and each of them, as attorneys for him and in his name, place, and stead, and in his capacity as an Officer or Director of the Company, to execute and file such Registration Statements, and thereafter to execute and file any amended registration statement or statements or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney this 21st day of October, 1996. /S/ JAMES R. TAUCHER ------------------------- James R. Taucher Vice President and Controller /S/ RAHN K. PORTER ------------------------- Rahn K. Porter Vice President and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----