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EXHIBIT 5
June 30, 2000
Commonwealth Telephone Enterprises, Inc.
100 CTE Drive
Dallas, PA 18612
Re: Registration Statement on Form S-8
Dear Sir or Madam:
Reference is made to a Registration Statement on Form S-8 of Commonwealth
Telephone Enterprises, Inc.(the "Company") which is being filed with the
Securities and Exchange Commission on the date hereof (the "Registration
Statement"). Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Registration Statement.
The Registration Statement covers 100,000 shares of Common Stock, $1.00 par
value per share, of the Company (the "Shares"), which may be issued by the
Company upon exercise of options granted or available for grant under the
Company's 1997 Non-Management Directors' Stock Compensation Plan (the "Plan").
I have examined the Registration Statement, including the exhibits thereto,
the Company's Articles of Incorporation, as amended, the Company's By-Laws, the
Plan and such other documents as I have deemed appropriate. In the foregoing
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the authenticity of all
documents submitted to me as copies of originals.
Based upon the foregoing, I am of the opinion that the Shares, when issued
and paid for in accordance with the terms of, and upon exercise of the options
granted under, the Plan, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
/s/ John J. Jones
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John J. Jones
Executive Vice President, General Counsel
and Corporate Secretary
