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EXHIBIT 5
[Company Letterhead]
October 13, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form S-8 Registration Statement for Time Warner Telecom Inc.
Dear Sir or Madam:
I am the general counsel of Time Warner Telecom Inc. (the "Company"). The
Company has had prepared its registration statement on Form S-8 under the
Securities Act of 1933, as amended (the "Act"), covering a total of 12,000,000
shares of its Class A Common Stock, $.01 par value, to be issued under the
Company's 2000 Employee Stock Plan (the "Plan").
As counsel for the Company, I have examined such documents and reviewed
such questions of law as I have considered necessary or appropriate for the
purpose of this opinion. Based on the foregoing, I am of the opinion that the
shares of Class A Common Stock, when issued by the Company pursuant to the Plan,
will be legally issued, fully paid and non-assessable; provided, that the
consideration for each share is not less than the par value thereof.
I consent to the filing of this opinion with the Securities and Exchange
Commission (the "Commission") as an exhibit to the Form S-8. In giving this
consent, I do not thereby admit that I am within the category of persons whose
consent is required under Section 7 of the Act or under the rules and
regulations of the Commission.
I do not express an opinion on any matters other than those expressly set
forth in this letter.
Very truly yours,
/s/ Paul Jones
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Paul Jones, Esq.
