








                                                       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"), options
          to purchase Shares ("Options"),  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 7,000,000 Shares and 4,500,000 Options which may be
               purchased pursuant to the Southwestern Bell Corporation
               Stock Savings Program, consisting of the Southwestern Bell
               Corporation Stock Savings Plan, the Southwestern Bell
               Corporation Management Stock Savings Plan, and the
               Southwestern Bell Corporation Stock Based Savings Plan (the
               "Program"), 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 Program 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 and Options have been validly issued
               and sold as contemplated in paragraph (1) above, the Rights
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               attributable to the Shares will be validly issued; and

                    (3)  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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