

                                                                       Exhibit 5

                                   July 29, 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 19,210,348 shares (the "Shares") of Common Stock, par value $1.00 per 
share, of Southwestern Bell Corporation, a Delaware corporation ("SBC"),
and related stock purchase rights (the "Rights") to be issued pursuant
to the Shareowner Rights Plan, dated as of January 27, 1989, between SBC
and American Transtech, Inc. ("ATI"), as amended by the Amendment to
Rights Agreement, dated as of August 5, 1992,  by and among SBC, 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 SBC and BNY (as amended, the "Rights
Plan"), I am of the opinion that:

        (1)  When the Registration Statement relating to the Shares and
    the Rights is effective under the Act, the Agreement and Plan of
    Merger and Reorganization, dated as of February 23, 1994 (the "Merger
    Agreement") by and among SBC, SBMS Acquisition Corp. and Associated
    Communications Corporation ("Associated") has been duly and validly
    approved and adopted by the shareholders of Associated and the
    certificate relating to the merger contemplated by the Merger Agreement
    has been duly filed with the Secretary of State of the State of
    Delaware, upon issuance of the Shares in accordance with the Merger
    Agreement the Shares will be legally issued, fully paid and
    non-assessable; and

        (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 legally issued
    as contemplated in paragraph (1) above, the Rights attributable to the
    Shares will be legally issued.

    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/ James D. Ellis
