Gte Corp – ‘S-8’ on 12/23/97 – EX-5.1

As of:  Tuesday, 12/23/97   ·   Effective:  12/23/97   ·   Accession #:  950130-97-5701   ·   File #:  333-43025

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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            8     35K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion of William P. Barr                             2±     8K 
 3: EX-5.2      Copy of I.R.S. Determination Letter                    3     12K 

EX-5.1   —   Opinion of William P. Barr

EX-5.1
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                                                         EXHIBIT 5.1

WILLIAM P. BARR, ESQ. 
Executive Vice President - Government and Regulatory Advocacy, General Counsel
GTE Corporation 
One Stamford Forum
Stamford, Connecticut 06904 

(203) 965-2000

December 23, 1997                                                               

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 4,000,000 shares of Common Stock, par value $.05 per     
share, and associated preferred stock purchase rights, through the GTE Hourly   
Savings Plan (hereinafter called the "Stock").                                  

I, or attorneys under my direction, 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, or attorneys under my   
direction, 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 reference made to me under the heading "Interests of    
Named Experts and Counsel" in the Registration Statement and to the filing of   
this consent as an exhibit to the Registration Statement.                       

Very truly yours,                                                               

WILLIAM P. BARR                                                                 
____________________                                                            
William P. Barr                                                                 

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		12/23/97		None on these Dates
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