EX-5
Opinion re Legality
7
<PAGE>
October 11, 2000
Securities and Exchange Commission
Division of Corporation Finance
Filing Room #1004
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: American Communications Enterprises, Inc.
2000 Stock Plan
Ladies and Gentlemen:
I have reviewed and am familiar with the referenced plan, and the Articles
of Incorporation and bylaws of American Communications Enterprises, Inc. In my
opinion, upon sale pursuant to an effective Registration Statement on Form S-8,
the securities to be issued under the plan will be validly issued, fully paid
and nonassessable. I hereby consent to the inclusion of my opinion in such
Registration Statement on Form S-8.
Sincerely,
THOMAS P. MCNAMARA, P.A.
By:__/s/ Thomas P. McNamara________
Thomas P. McNamara
8
<PAGE>
