S-8, 1998-05-20


                                           Registration Statement No.333-

                            WASHINGTON, D.C. 20549

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                        Intermedia Communications Inc.
- ------------------------------------------------------------------------------
              (Exact name of issuer as specified in its charter)

               Delaware                           59-29-13586
     ------------------------------            -------------------
     (State or other jurisdiction               (I.R.S. Employer
     incorporation or organization)            Identification No.)

                  3625 Queen Palm Drive, Tampa, Florida 33619
- ------------------------------------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

                        Intermedia Communications Inc.
                           Long-Term Incentive Plan
- ------------------------------------------------------------------------------
                           (Full title of the plan)

                                David C. Ruberg
                       Chairman of the Board, President
                          and Chief Executive Officer
                        Intermedia Communications Inc.
                             3625 Queen Palm Drive
                             Tampa, Florida 33619
- ------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                (813) 829-0011
       (Telephone number, including area code, of agent for service)

                                With a copy to:

                           Ralph J. Sutcliffe, Esq.
                           Kronish, Lieb, Weiner & Hellman LLP
                           1114 Avenue of the Americas
                          New York, NY 10036-7798

- --------------------------------------------------------------------------------
Title of                                                         Amount
securities        Amount         Offering        Aggregate       of
to be             to be          price           offering        registration
registered        registered     per share(1)    price           fee
- ----------        ----------     ---------       ------------    ----------
Common Stock,                                                   
$.01 par          2,000,000      $75.375         $150,750,000    $44,471.25
- --------------------------------------------------------------------------------
(1)  Average of the high and low prices as reported on the Nasdaq National
     Market on May 19, 1998, pursuant to Rule 457(h)(1).

                                    Page 1


                  The contents of the Registration Statement on Form S-8
(File No. 333-03955) of Intermedia Communications Inc. (f/k/a
Intermedia Communications of Florida, Inc.) are incorporated
herein by reference.

- ---------

5.1      Opinion of counsel as to legality of the shares of common stock
         covered by this Registration Statement.

23.1     Consent of counsel (included within Exhibit 5.1)



                  Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tampa, State of
Florida, on the 20th day of May, 1998.

                           Intermedia Communications Inc.

                           By:\s\ Robert M. Manning
                              Name: Robert M. Manning
                              Title: Chief Financial Officer,
                                     Secretary and Senior Vice

                  Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the following
persons in all capacities and on the dates indicated.

         Signature                                    Title                                Date
         ---------                                    -----                                ----

<S>                                            <C>                                       <C> 
/s/ David C. Ruberg                           Chairman of the                            May 20, 1998
- ----------------------                        Board,  President  
David C. Ruberg                               and Chief Executive

/s/ Robert M. Manning                         Chief Financial                            May 20, 1998
- ----------------------                        Officer, Secretary
Robert M. Manning                             and Senior Vice   

/s/ Jeanne M. Walters                         Controller and Chief                       May 20, 1998
- ----------------------                        Accounting Officer
Jeanne M. Walters                             

/s/ John C. Baker                             Director                                   May 20, 1998
- ----------------------
John C. Baker

/s/ Philip A. Campbell                        Director                                   May 20, 1998
- ----------------------
Philip A. Campbell

/s/ George F. Knapp                           Director                                   May 20, 1998
- ----------------------
George F. Knapp



                                 EXHIBIT INDEX

Exhibit                                                                    Page
- -------                                                                    ----

5.1      Opinion of counsel as to legality of the
         shares of common stock covered by this 
         Registration Statement.

23.1     Consent of counsel (included within Exhibit 5.1)



                                                                   Exhibit 5.1

                                                     May 20, 1998

Intermedia Communications Inc.
3625 Queen Palm Drive
Tampa, Florida 33619

Ladies and Gentlemen:

                  We have acted as counsel for Intermedia Communications Inc.
(the "Company"), a Delaware corporation, in connection with the registration
pursuant to a Registration Statement on Form S-8 (the "Registration
Statement") by the Company under the Securities Act of 1933, as amended (the
"Act"), of 2,000,000 additional shares of the Company's common stock, par
value $.01 per share (the "Common Shares"), to be offered for sale by the
Company from time to time under the Company's Long-Term Incentive Plan adopted
in May 1996 (the "Plan").

                  We have examined the Company's Restated Certificate of
Incorporation and By-laws, both as amended, and minute books and such other
documents and records as we have deemed necessary and relevant as a basis for
our opinions hereinafter set forth. For the purposes of this letter, we have
assumed the genuineness of all signatures and the conformity to original
documents of all instruments furnished to us for review or examination as

                  Based on the foregoing and having regard to such legal
considerations as we have deemed relevant, it is our opinion that:

                  1. The Company is a corporation duly organized under the
laws of the State of Delaware.

                  2. The Common Shares covered by the Registration Statement
have been validly authorized.

                  3. When (i) the Common Shares have been duly registered
under the Act, (ii) certificates for the Common Shares have been duly
delivered, and (iii) the Company has received the consideration to be received
by it pursuant to and upon exercise of the related awards under the Plan, the
Common Shares will be validly issued, fully paid and non-assessable by the
Company, with no personal liability attaching to ownership thereof.

                  We hereby consent to the inclusion of this opinion in the
Registration Statement and to the references to this firm contained therein.

                                                     Very truly yours,

                                                     KRONISH, LIEB, WEINER
                                                          & HELLMAN LLP


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