


March 31, 1997

Board of Directors
360  Communications Company
8725 West Higgins Road
Chicago, Illinois  60631-2702

     Re:    360  Communications   Company  Employee  Stock  Purchase  Plan  (the
            "Plan"); Registration Statement on Form S-8

Ladies and Gentlemen:

     As  Senior  Vice   President,   General   Counsel  and   Secretary  of  360
Communications   Company,  a  Delaware  corporation  (the  "Company"),   I  have
participated  in the  preparation of a  registration  statement on Form S-8 (the
"Registration   Statement")   being  filed  with  the  Securities  and  Exchange
Commission  under the Securities Act of 1933, as amended,  on the date hereof to
register  500,000  shares of the  Company's  Common  Stock,  $.01 par value (the
"Shares"), of the Company which may from time to time be offered and sold by the
Company in connection with the Plan.

     In rendering this opinion, I have examined  originals or copies,  certified
or otherwise  identified to my  satisfaction,  of the  corporate  records of the
Company,  including its Amended and Restated  Certificate of  Incorporation,  as
amended,  its Amended and Restated Bylaws, and action by its Board of Directors,
and such other  documents  (including the Plan) which I have deemed  relevant or
necessary  as the basis for the opinion as  hereinafter  set forth.  I have also
reviewed  originals  or  copies,   certified  or  otherwise   identified  to  my
satisfaction of such corporate and other records,  documents,  certificates  and
other papers,  including  certificates of public officials as I deemed necessary
to render this opinion.

     Based  upon and  subject to the  foregoing,  I am of the  opinion  that the
Shares that will be originally  issued under the Plan have been duly  authorized
and,  when issued  pursuant to and in  accordance  with the Plan will be legally
issued, fully paid and non-assessable.

     I hereby consent to the use of my name in the Registration Statement and to
the inclusion of this opinion as an exhibit thereto.

Very truly yours,


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



