Ziegler, Ziegler & Associates LLP
                                Counselors at Law
                         555 Madison Avenue, 11th Floor
                            New York, New York 10022
                                 (212) 319-7600
                            Telecopier (212) 319-7605

                                January 15, 2003


JPMorgan Chase Bank,  as Depositary
1 Chase Manhattan Plaza
New York, New York 10081


                            Global Depositary Shares
                     evidenced by Global Depositary Receipts
                             for deposited Shares of
                   Philippine Long Distance Telephone Company


Dear Sirs:

         Referring to the Registration Statement on Form F-6 relating to the
above-entitled Global Depositary Shares ("GDSs") evidenced by Global Depositary
Receipts ("GDRs") each GDS representing one share of Series III Convertible
Preferred Stock of Philippine Long Distance Telephone Company (the "Company"), a
corporation incorporated under the laws of The Republic of the Philippines.
Capitalized terms used herein that are not herein defined shall have the
meanings assigned to them in the Amendment No. 2 to the Preferred Stock Deposit
Agreement appearing, or incorporated by reference, in Exhibit (a)(1) to the
Registration Statement.

         We are of the opinion that the GDSs covered by the Registration
Statement, when issued in accordance with the terms of the Deposit Agreement,
will, when sold, be legally issued and will entitle the holders thereof to the
rights specified in the Deposit Agreement and the GDRs.

         The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of New York, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.

         We hereby consent to the use of this opinion as Exhibit d of the
above-mentioned Registration Statement. In giving such consent, we do not admit
thereby that we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.


                                           Very truly yours,

                                           /s/ Ziegler, Ziegler & Associates LLP