EXHIBIT 5
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WILLIAM P. BARR                                                   [VERIZON LOGO]
Executive Vice President and General Counsel

                                                     VERIZON COMMUNICATIONS
                                                     1095 Avenue of the Americas
                                                     New York, NY 10036

                                                     Phone  212.395.1689
                                                     Fax  212.597.2587

                                     February 13, 2002

Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036

         Re:  Verizon Communications Inc. Registration Statement
              on Form S-8 under the Securities Act of 1933

Ladies and Gentlemen:

         Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") which Verizon Communications Inc., a Delaware
corporation (the "Company"), is filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, registering 200,000,000
shares of Common Stock, par value $.10 per share, of the Company (the "Shares")
to be offered and sold from time to time under the Verizon Communications Inc.
Long-Term Incentive Plan (the "Plan").

         I or members of my staff have reviewed the Registration Statement, the
Company's Certificate of Incorporation and Bylaws, resolutions adopted by the
Board of Directors of the Company, and such other documents and 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. All necessary corporate action on the part of the Company's Board of
Directors with respect to the issuance and sale of Shares to be purchased
directly from the Company has been taken, and any Shares to be purchased
directly from the Company



will be legally issued, fully paid and nonassessable when such Shares shall have
been issued and sold for the consideration contemplated in the Plan.

         3. Any Shares to be purchased on the open market will be validly
issued, fully paid and nonassessable.

         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 "Interests of Named Experts and Counsel" in the
Registration Statement.

                                       Very truly yours,

                                       /s/ William P. Barr
                                       -------------------------
                                       William P. Barr
                                       Executive Vice President and
                                       General Counsel