295 North Maple Ave.
Basking Ridge, NJ 07920


August 10, 2000


AT&T Corp.
32 Avenue of the Americas
New York, NY  10013

Dear Sirs:

     With reference to the  registration  statement on Form S-8 which AT&T Corp.
(the  "Company")  proposes to file with the Securities  and Exchange  Commission
(the "SEC") under the Securities Act of 1933, as amended, registering 30,000,000
shares of AT&T Common Stock (par value $1 per share) (the "Shares") which may be
offered and sold by the Company under the AT&T 1997 Long Term Incentive Plan(the
"Plan"),  which  Shares,  under  the  terms of the Plan  may be  authorized  and
unissued shares or treasury shares, I am of the opinion that:

     1.  the Company is a corporation duly  organized,  validly  existing and in
good standing under the laws of the State of New York;

     2. all proper  corporate  proceedings have been taken so that any Shares to
be offered and sold which are newly issued have been duly  authorized  and, upon
sale and payment therefor in accordance with the Plan and the resolutions of the
Board  of  Directors  relating  to  the  offering  and  sale  of  common  shares
thereunder, will be legally issued, fully paid and nonassessable.

     I hereby  consent to the filing of this opinion with the SEC in  connection
with the registration statement referred to above.

                                  Very truly yours,

                                  /s/ Robert S. Feit
                                  ---------------------
                                  Robert S. Feit