







                                              Exhibit 5


          June 24, 1994




          Southwestern Bell Corporation
          175 E. Houston Street
          San Antonio, Texas  78205

          Dear Sirs:

          In connection with the registration under the Securities Act of
          1933 (the "Act") of shares (the "Shares") of Common Stock, par
          value $1.00 per share, of Southwestern Bell Corporation, a
          Delaware corporation (the "Corporation"), and related stock
          purchase rights (the "Rights") to be issued pursuant to the
          Shareowner Rights Plan, dated as of January 27, 1989, between the
          Corporation and American Transtech, Inc. ("ATI"), as amended by
          the Amendment to Rights Agreement, dated as of August 5, 1992, 
          by and among the Corporation, ATI, and The Bank of New York
          ("BNY"), as successor Rights Agent, and as further amended by the
          Second Amendment to Rights Agreement, dated as of June 15, 1994,
          by and between the Corporation and BNY (as amended, the "Rights
          Plan"), I am of the opinion that: 

              (1) The Shares have been duly authorized to the extent of
              10,000,000 Shares, which may be purchased pursuant to the
              Southwestern Bell Corporation Savings Plan for Salaried
              Employees and the Southwestern Bell Corporation Savings and
              Security Plan (Non-Salaried Employees) (the "Plans"), and,
              when the Registration Statement 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 Plans and the resolutions of the Board of
              Directors of the Corporation relating thereto, the Shares
              will be legally issued, fully paid and nonassessable;

              (2) Assuming that the Rights Plan 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;

              (3) The Plans, as amended, have been duly adopted by the
              Corporation and the participations acquired under the Plans
              as provided therein are and will be legally existing
              participations in accordance with the terms thereof;

              (4) The provisions of the Plans, as amended, are in
              compliance with the requirements of the Employee Retirement
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              Income Security Act of 1974, 29 USC 1001 et seq., pertaining
              to such provisions; and

              (5) The Corporation 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 the Corporation 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/   William J. Free      
          William J. Free
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