<PAGE> 1
July 2000
---,
Charter Communications, Inc.
12444 Powerscourt Drive
St. Louis, Missouri 63131
Re: Charter Communications, Inc.
Registration Statement on Form S-1
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to Charter
Communications, Inc., a Delaware company("the Company"), in connection with the
Company's registration statement on Form S-1 (the "Registration Statement")
filed with the Securities and Exchange Commission (the"Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
re-sale by the selling shareholders named in the Registration Statement of up to
5,660,817 shares of Class A common stock of the Company, par value $.001 per
share (the"Shares"), owned by such shareholders.
In connection with this opinion, we have examined copies or originals of
such documents, resolutions, certificates and instruments of the Company as we
have deemed necessary to form a basis for the opinion hereafter expressed. In
addition, we have reviewed such other instruments and documents as we have
deemed necessary to form a basis for the opinion hereafter expressed. In our
examination of the foregoing, we have assumed, without independent
investigation, (i) the genuineness of all signatures, and the authority of all
persons or entities signing all documents examined by us and (ii) the
authenticity of all documents submitted to us as originals and the conformity to
authentic original documents of all copies submitted to us as certified,
conformed or photostatic copies. With regard to certain factual matters, we have
relied, without independent investigation or verification, upon statements and
representations of representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion, as of the
date hereof, that the Shares are validly issued, fully paid and nonassessable.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
