

<PAGE>

                              July 28, 1994


Board of Directors
Associated Communications Corporation
200 Gateway Towers
Pittsburgh, Pennsylvania 15222

Dear Board Members:

          We have acted as counsel to Associated Communi-
cations Corporation, a Delaware corporation ("Associat-
ed"), in connection with the contemplated distribution
(the "Distribution") of all of Associated's assets and
businesses, other than its domestic cellular assets and
interests, together with related liabilities, to Associ-
ated stockholders in the form of a dividend of all of the
capital stock of Associated Communications of Delaware,
Inc., a Delaware corporation and currently a wholly-owned
subsidiary of Associated, and the merger (the "Merger")
of SBMS Acquisition Corp. ("Purchaser"), a Delaware
corporation and an indirect wholly-owned subsidiary of
Southwestern Bell Corporation ("SBC"), a Delaware corpo-
ration, with and into Associated with Associated surviv-
ing, pursuant to an Agreement and Plan of Merger and
Reorganization, dated as of February 23, 1994, among
Associated, SBC and Purchaser (the "Merger and Reorgani-
zation Agreement").

          We have assisted in the preparation of the
description of certain federal income tax consequences of
the Distribution and the Merger contained in the Joint
Proxy Statement-Prospectus of Associated and SBC (the
"Proxy Statement-Prospectus") filed as a part of SBC's
Registration Statement on Form S-4, dated July 28, 1994
(the "Registration Statement") which includes as Appendix
D the Information Statement of Associated relating to the
Distribution (the "Information Statement"), in each case
under the heading "Certain Federal Income Tax Consequenc-
es" (the "Tax Summaries").

          We have examined copies of the Proxy Statement-
Prospectus and the Information Statement, each filed with
the Securities Exchange Commission as part of the Regis-
tration Statement on July 28, 1994, and the Tax Summaries
contained therein.  In rendering our opinion, we have
examined and relied upon the accuracy and completeness of
the facts, information, covenants and representations
contained in originals or copies, certified or otherwise
identified to our satisfaction, of the Merger and Reorga-
nization Agreement, the Proxy Statement-Prospectus, the
Information Statement and such other documents as we have

deemed necessary or appropriate as a basis for the opin-
ion set forth below.  We have assumed that the Distribu-
tion and the Merger will be consummated in accordance
with the Merger and Reorganization Agreement and as de-
scribed in the Proxy Statement-Prospectus and Information
Statement.

          In rendering our opinion, we have considered
the applicable provisions of the Internal Revenue Code of
1986, as amended, Treasury Regulations promulgated there-
under, pertinent judicial authorities, interpretive
rulings of the Internal Revenue Service (the "Service")
and such other authorities as we have considered rele-
vant, in each case as in effect on the date hereof.

Opinion.

          Based solely upon the foregoing, and assuming
that the Private Letter Ruling (as defined in the Proxy
Statement-Prospectus) is received from the Service, we
are of the opinion that the Tax Summaries, although
general in nature, are, in all material respects, fair
and accurate summaries of the principal United States
federal income tax consequences of the Distribution and
the Merger under present law.  The United States federal
income tax consequences with respect to any stockholder
of Associated will depend upon that stockholder's partic-
ular circumstances and tax situation, and we express no
belief with respect to the accuracy or completeness of
the Tax Summaries as applied to any stockholder in par-
ticular.

          Except as set forth above, we express no opin-
ion as to the tax consequences, whether federal, state,
local or foreign, of the Distribution or the Merger or of
any transactions related thereto.  This opinion is solely
for your benefit and is not to be used, circulated,
quoted or otherwise referred to for any purpose without
our express written permission.  Notwithstanding the
previous sentence, we hereby consent to the filing of
this opinion with the Securities and Exchange Commission
as an exhibit to the Registration Statement.  In giving
such consent, we do not thereby admit that we are in the
category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.

                              Very truly yours,


                              Skadden, Arps, Slate,    
                              Meagher & Flom

