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Exhibit 5
July 13, 2000
Mediacom Communications Corporation
100 Crystal Run Road
Middletown, New York 10941
Re: Registration of 9,000,000 shares of Common Stock
under the Securities Act of 1933, as amended
Ladies and Gentlemen:
In our capacity as counsel to Mediacom Communications Corporation, a
Delaware corporation (the "Company"), we have been asked to render this opinion
in connection with a Registration Statement on Form S-8 being filed
contemporaneously herewith by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Registration
Statement"), covering an aggregate of 9,000,000 shares of Class A Common Stock,
par value $.01 per share, of the Company (the "Stock") issuable upon the
exercise of options heretofore granted or which may be granted subsequent hereto
to acquire shares of Class A Common Stock under the Company's 1999 Stock Option
Plan (the "Plan").
In that connection, we have examined the Restated Certificate of
Incorporation and the By-Laws of the Company, the Registration Statement, the
Plan, corporate proceedings of the Company relating to the issuance of the Stock
pursuant to the Plan, and such other instruments and documents as we deemed
relevant under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us as photostatic copies. We have also assumed that the corporate records
furnished to us by the Company include all corporate proceedings taken by the
Company to date.
Based upon and subject to the foregoing, we are of the opinion that the
Stock has been duly and validly authorized and, when issued and paid for as
described in the Plan, will be duly and validly issued, fully paid and non-
assessable.
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Mediacom Communications Corporation
July 13, 2000
Page 2
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement.
Very truly yours,
COOPERMAN LEVITT WINIKOFF
LESTER & NEWMAN, P.C.
By: /s/ Ira Roxland
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Ira Roxland
A Member of the Firm
