Holme Roberts & Owen LLP Letterhead]Qwest Corp • August 14th, 2002 • Telephone communications (no radiotelephone)
We have acted as special counsel with respect to the laws of the State of Colorado to Qwest Corporation (formerly known as U S WEST Communications, Inc.), a Colorado corporation (the "Company"), in connection with the Registration Rights Agreement, dated as of March 12, 2002 (the "Registration Rights Agreement"), among the Company and Credit Suisse First Boston Corporation, Banc of America Securities LLC, Lehman Brothers Inc., ABN AMRO Incorporated, Commerzbank Capital Markets Corp. and First Union Securities, Inc. (collectively, the "Initial Purchasers"), which provides for an offer to exchange (the "Exchange Offer") up to $1,500,000,000 aggregate principal amount of the 8 7/8% Notes of the Company due 2012 (the "Notes"), purchased by the Initial Purchasers pursuant to the Purchase Agreement dated March 7, 2002 (the "Purchase Agreement"), among the Company and Credit Suisse First Boston Corporation, as representative of the several Initial Purchasers, in a transaction that we have bee
