





February 7, 1997


Board of Directors
360(degree) Communications Company
8725 W. Higgins Road
Chicago, IL 60631-2702

Re: 360(degree) Communications Company
      Registration Statement on Form S-3

Ladies and Gentlemen:

         As Senior Vice President,  General Counsel and Secretary of 360(degree)
Communications   Company,  a  Delaware  corporation  (the  "Company"),   I  have
participated  in the  preparation of a  registration  statement on Form S-3 (the
"Registration  Statement")  filed with the  Securities  and Exchange  Commission
under the Securities Act of 1933, as amended, on the date hereof relating to the
proposed  offer and sale from time to time by the Company of up to  $500,000,000
in aggregate  initial  offering  price of the  Company's  unsecured  senior debt
securities (the "Debt  Securities")  and/or warrants to purchase Debt Securities
(the "Warrants," and collectively with the Debt Securities,  the  "Securities").
The Securities were  authorized for issuance,  offering and sale by the Board of
Directors of the Company by  resolutions  duly adopted on December 10, 1996 (the
"Resolutions").  The Debt  Securities  will be issued  under an  indenture  (the
"Indenture")  to be entered  into  between the Company and  Citibank,  N.A.,  as
Trustee.  The Warrants will be issued under  separate  warrant  agreements  (the
"Warrant  Agreement") to be entered into between the Company and a warrant agent
(the "Warrant Agent").

         I have examined such agreements,  documents, instruments and records as
I deemed necessary or appropriate  under the circumstances for me to express the
opinions set forth below.

         Based upon and subject to the foregoing, I am of the opinion that:

         1. The  Indenture,  when the final terms thereof have been  established
and duly approved in accordance  with the Resolutions and when duly executed and
delivered  by  the  Company   pursuant  to  the  Resolutions  and  assuming  due
authorization,  execution and delivery thereof by the Trustee, will constitute a
legal,  valid and  binding  instrument  of the Company  enforceable  against the
Company in accordance with its terms;  and the Debt  Securities,  when the final
terms of any particular  series thereof have been  established and duly approved
in accordance with the  Resolutions  and when issued,  sold and delivered in the
manner and for the consideration stated in the Registration Statement and in any
prospectus  supplement  to the  prospectus  included  therein  (the  "Prospectus
Supplement") relating to such Debt Securities and duly executed by the


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Company and authenticated by the Trustee in accordance with the Indenture,  will
be legal, valid and binding  obligations of the Company  enforceable against the
Company in accordance with their terms and such Debt Securities will be entitled
to the benefits of the Indenture.

         2. Each  Warrant  Agreement,  when the final  terms  thereof  have been
established  and duly approved in accordance  with the Resolutions and when duly
executed and delivered by the Company  pursuant to the  Resolutions and assuming
due  authorization,  execution and delivery  thereof by the Warrant Agent,  will
constitute  a legal,  valid and binding  instrument  of the Company  enforceable
against the Company in accordance with its terms; and the Warrants, when issued,
sold  and  delivered  in the  manner  and for the  consideration  stated  in the
Registration  Statement and the Prospectus  Supplement relating to such Warrants
and when duly executed by the Company and  countersigned by the Warrant Agent in
accordance with the related Warrant Agreement,  will be legal, valid and binding
obligations of the Company  enforceable  against the Company in accordance  with
their terms.

     The  opinions  set forth above are subject to the  qualifications  that (a)
enforcement  of the  Company's  obligations  under  the  Indenture  and the Debt
Securities,  and the Warrant  Agreement and the Warrants,  may be subject to (i)
applicable  bankruptcy,  insolvency  (including,  without  limitation,  all laws
relating to fraudulent transfers),  reorganization,  moratorium or other similar
laws now or  hereafter  in effect  relating to or  affecting  creditors'  rights
generally and (ii) general principles at law or in equity (regardless of whether
such  enforcement  is sought in a  proceeding  at law or in equity)  and (b) the
remedy of specific  performance  and  injunctive  and other  forms of  equitable
relief may be subject to equitable  defenses and to the  discretion of the court
before which any proceeding therefor may be brought.

         I hereby  consent to the filing of this opinion with the Securities and
Exchange  Commission  as an exhibit  to the  Registration  Statement  and to the
reference  made to me  under  the  heading  "Legal  Opinions"  set  forth in the
prospectus forming a part of the Registration Statement.

Very truly yours,

/s/ Kevin C. Gallagher
Senior Vice President, General
Counsel and Secretary

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