Exhibit 5




                                                            April 30, 2004



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 have been asked to render this opinion in
connection with the Registration Statement on Form S-8 which the Company
proposed to file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, registering 10 million shares of common
stock (par value $1.00 per share) of the Company (the "Shares") which are to be
offered pursuant to the BellSouth Corporation Savings and Security Plan (the
"Plan").

         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.       All proper corporate proceedings have been taken so that the
Shares have been duly authorized and, upon issuance and payment therefore in
accordance with the Plan, will be legally issued, fully paid and nonassessable.

         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