EXHIBIT 5.01



                             DAVIS POLK & WARDWELL
                             450 LEXINGTON AVENUE
                           NEW YORK, NEW YORK 10017


                                  212-450-4000





                                                     July 25, 2001






R.H. Donnelley Corporation
One Manhattanville Road
Purchase, New York 10577

Ladies and Gentlemen:

     We are acting as counsel for R.H. Donnelley Corporation (the "Registrant")
in connection with its Registration Statement on Form S-8 (the "Registration
Statement") to register under the Securities Act of 1933, as amended, 4,000,000
previously unregistered shares (the "Plan Shares") of the Registrant's Common
Stock, par value of $1.00 per share (the "Common Stock"), issuable pursuant to
the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan (the "2001
Plan"), plus approximately 2,136,674 shares of Common Stock which were
previously registered in connection with the R.H. Donnelley Corporation 1991
Key Employees' Stock Option Plan, as amended and restated, the R.H. Donnelley
Corporation 1998 Directors' Stock Plan and the R.H. Donnelley Key Employees
Performance Unit Plan and which may be offered or sold under the 2001 Plan (the
"Additional Plan Shares").

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments relating to the issuance of the Plan Shares and
the Additional Plan Shares as we have deemed necessary for the purpose of this
opinion.

     Upon the basis of the foregoing, we are of the opinion that the Plan
Shares and the Additional Plan Shares deliverable pursuant to the 2001 Plan
have been duly authorized and, when and to the extent issued pursuant to the
2001 Plan upon receipt by the Registrant of adequate consideration therefor,
will be validly issued, fully paid and nonassessable.

     We consent to the filing of this opinion as Exhibit 5.01 to the
Registration Statement.


                                   Very truly yours,



                                   /s/ DAVIS POLK & WARDWELL
                                   -------------------------
                                   DAVIS POLK & WARDWELL