Exhibit 5
                    [ON LETTERHEAD OF BELLSOUTH CORPORATION]




                                 August 20, 2001



BellSouth Corporation
1155 Peachtree Street, N.E.
Atlanta, Georgia  30309-3610

Ladies and Gentlemen:

     I  am  Chief  Securities  Counsel  of  BellSouth  Corporation,   a  Georgia
corporation  (the  "Company"),  and I have acted as  counsel  to the  Company in
connection with the Registration  Statement which the Company filed on August 8,
2001 with the  Securities  and Exchange  Commission  under the Securities Act of
1933,  as  amended,  related to up to  $3,817,125,000  of debt  securities  (the
"Securities")  to be issued by the Company.  The Securities will be issued under
an  indenture  (the  "Indenture")  between the  Company  and the  trustee  named
therein. The indenture will be substantially in the form of the indentures filed
as exhibits to the registration statement.

     I, or attorneys under my supervision, have examined originals, or copies of
originals  certified  to  my  satisfaction,   of  such  agreements,   documents,
certificates and other statements of government officials and corporate officers
and  representatives and have reviewed and discussed other papers and matters of
fact and law as we have deemed relevant and necessary and on which I have relied
as a basis for the following  opinions.  I have assumed the  authenticity of all
documents  submitted as originals and the conformity with the original documents
of any copies of such documents submitted for examination.

         In this regard, I am of the opinion that:

     1. The Company is a validly  organized and existing  corporation  under the
laws of the State of Georgia.

     2.  The  execution  and  delivery  of the  Indenture  and  issuance  of the
Securities have been duly authorized by appropriate corporate action.

     3. The  Indenture  is a valid  and  binding  agreement  of the  Company  in
accordance  with  its  terms;  and  the  Securities,   when  duly  executed  and
authenticated  in  accordance  with the  terms of the  Indenture  and  delivered
pursuant to an  underwriting,  distribution  or like  agreement,  will be legal,
valid and binding obligations of the Company in accordance with their terms.

     I hereby  consent to the filing of this  opinion  with the  Securities  and
Exchange Commission in connection with the filing of the Registration  Statement
referred to above. I also consent to the making of the statement with respect to
me in the related prospectus under the heading "Legal Opinions."

                                                     Very truly yours,



                                                     /s/ Stacey K. Geer
                                                     ----------------------
                                                     Stacey K. Geer
                                                     Chief Securities Counsel