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                         [BELL ATLANTIC LETTERHEAD]




                                        September 5, 1995


Bell Atlantic Corporation
1717 Arch Street
Philadelphia, Pennsylvania  19103

Ladies and Gentlemen:

         Reference is made to a registration statement on Form S-4 (the
"Registration Statement") which Bell Atlantic Corporation (the "Company") is
filing with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, relating to up to 150,000 shares of the Company's
Common Stock, par value $1.00 per share (the "Shares").  The Shares will be
exchanged for shares of Howard W. Sams & Company ("Sams") in accordance with an
Agreement and Plan of Merger (the ("Agreement") dated as of August 30, 1995,
among Sams, Richard R. Hauser, Damon C. Davis, and Bell Atlantic Ventures XXIX,
Inc.

         I have reviewed the Company's certificate of incorporation and
by-laws, resolutions of its Board of Directors and such other documents and
corporate records as I have deemed appropriate for the purpose of giving this
opinion.

         Based upon the foregoing, I am of the opinion that:

         1.      The Company is a corporation duly incorporated, validly
                 existing and in good standing under the laws of the State of
                 Delaware.

         2.      The Shares have been duly authorized and, upon sale in
                 accordance with the Agreement, will be legally issued, fully
                 paid and non-assessable.

         I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement and to being
named under the heading Legal Opinions in the Prospectus contained in the
Registration Statement.

                                                            Very truly yours,

                                                            /P. Alan Bulliner/

                                                            P. Alan Bulliner
