Exhibit 5
January 20, 1998
SBC Communications Inc.
000 X. Xxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxx 00000
Dear Sirs:
In connection with the registration under the Securities Act of 1933, as
amended, (the "Act") of shares (the "Shares") of common stock, par value $1.00
per share, of SBC Communications Inc., a Delaware corporation ("SBC" or the
"Corporation"), and related stock purchase rights (the "Rights") to be issued
pursuant to the Rights Agreement, dated as of January 27, 1989, between SBC and
American Transtech, Inc. ("ATI"), as amended by the Amendment to the Rights
Agreement, dated as of August 5, 1992, by and among SBC, ATI, and The Bank of
New York ("BONY"), as successor Rights Agent, and as further amended by the
Second Amendment to Rights Agreement, dated as of June 15, 1994, by and between
SBC and BONY (as amended, the "Rights Agreement"), I am of the opinion that:
(1) The Shares have been duly authorized to the extent of 16,000,000
Shares, which may be purchased pursuant to the Direct Stock Purchase
and Reinvestment Plan (the "Plan"), and, when the registration
statement on Form S-3 relating to the Shares (the "Registration
Statement") has become effective under the Act, upon issuance of the
Shares and payment therefore in accordance with the Plan and the
resolutions of the Board of Directors of SBC relating thereto, the
Shares will be legally and validly issued, fully paid and
nonassessable;
(2) Assuming that the Rights Agreement has been duly authorized, executed
and delivered by the Rights Agent, then when the Registration
Statement has become effective under the Act and the Shares have been
validly issued and sold as contemplated in paragraph (1) above, the
Rights attributable to the Shares will be validly issued; and
(3) SBC has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
The foregoing opinion is limited to the laws of the United States and the
General Corporation Law of the State of Delaware, and I am expressing no opinion
as to the effect of the laws of any other jurisdiction.
I have relied as to certain matters on information obtained from public
officials, officers of SBC and other sources believed by me to be responsible.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Xxxxx X. Xxxxx