Attached files
file | filename |
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8-K - FORM 8-K - Lumen Technologies, Inc. | h84939e8vk.htm |
EX-4.1 - EX-4.1 - Lumen Technologies, Inc. | h84939exv4w1.htm |
EX-1.2 - EX-1.2 - Lumen Technologies, Inc. | h84939exv1w2.htm |
EX-1.1 - EX-1.1 - Lumen Technologies, Inc. | h84939exv1w1.htm |
Exhibit 5.1
Margaret McCandless
Associate General Counsel
CenturyLink
1801 California Street, 10th Floor
Denver, CO 80202
Associate General Counsel
CenturyLink
1801 California Street, 10th Floor
Denver, CO 80202
October 4, 2011
Qwest Corporation
100 CenturyLink Drive
100 CenturyLink Drive
Monroe, LA 71203
Re: Qwest Corporation 6.75% Notes due 2021
Ladies and Gentlemen:
I am Associate General Counsel of CenturyLink, Inc., a Louisiana corporation (CenturyLink), and
am providing this letter as counsel to Qwest Corporation, a Colorado corporation and wholly owned
subsidiary of CenturyLink (the Company). I have examined the Registration Statement on Form S-3,
File No. 333-156101 (the Registration Statement) of the Company and certain of its affiliates
filed with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act
of 1933, as amended (the Securities Act), the prospectus included therein, and the prospectus
supplement, dated September 27, 2011, filed by the Company with the Commission on September 29,
2011, pursuant to Rule 424(b) of the Securities Act (the Prospectus Supplement) in connection
with the offering and sale by the Company of $950,000,000 aggregate principal amount of the
Companys 6.75% Notes due 2021 (the Securities).
The Securities will be issued pursuant to an Indenture, dated as of October 15, 1999, between the
Company (formerly known as US WEST Communications, Inc.) and Bank of New York Trust Company,
National Association (as successor in interest to Bank One Trust Company, National Association), as
amended and supplemented to the date hereof, and as will be further supplemented by the Ninth
Supplemental Indenture between the Company and U.S. Bank National Association, as trustee, dated as
of October 4, 2011 (as amended and supplemented, the Indenture).
In rendering the opinions expressed below, I have examined the originals, or copies identified to
my satisfaction as being true and complete copies of the originals, of such records of the Company
and certificates of individuals and such other documents as I have deemed relevant and necessary as
the basis for these opinions. In my examination, I have assumed the genuineness of all signatures,
the legal capacity and competency of all natural persons executing agreements, instruments or
documents, the completeness and authenticity of all documents submitted to me as originals and the
conformity with originals of all documents submitted to me as copies.
Based upon the foregoing and in reliance thereon, and subject to the assumptions, exceptions,
qualifications and limitations set forth herein, I am of the opinion that the Securities have been
duly authorized on behalf of the Company and that, assuming due execution, authentication, issuance
and delivery of the Securities as provided in the Indenture, the Securities will constitute legal,
valid and binding obligations of the Company.
The opinions expressed above are subject to (i) the effect of any bankruptcy, insolvency,
reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of
creditors generally, including the effect of statutory or other laws regarding fraudulent
transfers or preferential transfers, and
October 4, 2011
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(ii) general principles of equity, including concepts of
materiality, reasonableness, good faith and fair dealing and the possible unavailability of
specific performance, injunctive relief or other equitable remedies regardless of whether
enforceability is considered in a proceeding in equity or at law.
I consent to (i) the filing of this opinion with the Commission as an exhibit to the Companys
Current Report on Form 8-K, dated October 4, 2011, (ii) the incorporation by reference of this
opinion into the Registration Statement, and (iii) the use of my name under the caption Legal
Matters in the Registration Statement and the Prospectus Supplement. In giving these consents, I
do not thereby admit that I am within the category of persons whose consent is required under
Section 7 of the Securities Act.
Respectfully Submitted, |
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/s/ Margaret McCandless | ||||
Margaret McCandless Associate General Counsel of CenturyLink |
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