Gte Corp – ‘S-8’ on 12/15/95 – EX-5

As of:  Friday, 12/15/95   ·   Effective:  1/3/96   ·   Accession #:  40858-95-160   ·   File #:  33-65025

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            7±    28K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Opinion re: Legality                                   2±     8K 

EX-5   —   Opinion re: Legality

                                       EXHIBIT 5

WILLIAM P. BARR, ESQ.           
Senior Vice President-General Counsel           
GTE Corporation           
One Stamford Forum            
Stamford, Connecticut 06904           

(203) 965-2000            

December 15, 1995                                                               

GTE Corporation                                                                 
One Stamford Forum                                                              
Stamford, Connecticut  06904                                                    

Dear Sirs:                                                                      

I refer to the proposed issuance and sale by GTE Corporation (the               
"Corporation") of up to an additional 2,000,000 shares of Common                
Stock, par value $.05 per share, through the GTE Hourly Savings                 
Plan (hereinafter called the "Stock").                                          

I have examined a copy of the Registration Statement on Form S-8                
for the registration of the Stock under the Securities Act of                   
1933, as amended (the "Registration Statement").  I have also                   
examined copies of the Corporation's Restated Certificate of                    
Incorporation, as filed by the Corporation in the office of the                 
Secretary of State of the State of New York, and such corporate                 
records and other documents as I have deemed necessary in order                 
to enable me to express the opinions set forth below.                           

In my opinion, when:                                                            

1.   the Registration Statement shall have become effective, as                 
the same may have been amended;                                                 

2.   the Stock shall have been duly issued and sold as heretofore               
authorized by the Corporation's Board of Directors and as                       
contemplated in the Prospectus forming a part of the Registration               
Statement (the "Prospectus"); and                                               

3.   the Corporation shall have received consideration of not                   
less than $.05 for each share of the Stock so issued and sold;                  

the Stock issued and sold pursuant to the Registration Statement                
will be, upon the execution and delivery of proper certificates                 
therefor, legally issued and outstanding, fully paid and                        
nonassessable shares of Common Stock of the Corporation, and no                 
personal liability will attach to the holders, as such, of the                  
Stock.                                                                          

I hereby consent to the filing of this opinion as an exhibit to                 
the Registration Statement.                                                     

Very truly yours,                                                               

William P. Barr                                                                 

HrSavPl:11                                                                      

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Effective on:		1/3/96		None on these Dates
Filed on:		12/15/95
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