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Exhibit 5.1
June 12, 2000
Intermedia Communications Inc.
One Intermedia Way
Tampa, Florida 33647-1752
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 3,750,000
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 pursuant to
awards granted under the Company's Long-Term Incentive Plan (the "Plan").
We have examined the Company's Certificate of Incorporation, as
amended, By-laws, as amended, and minute book 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, the legal capacity of all natural person, the
authenticity of all documents submitted to us as originals and the conformity to
originals of all documents furnished to us as copies.
Based on the foregoing and having regard to such legal considerations
as we have deemed relevant, it is our opinion that the Common Shares have been
duly authorized and upon the issuance thereof and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
non-assessable.
We are members of the Bar of the State of New York and, for purposes of
the opinions expressed in this letter, do not hold ourselves out as experts on,
nor are we, in rendering the opinions expressed herein, passing on the laws of
any jurisdiction other than the federal laws of the United States, the laws of
the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the inclusion of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Kronish Lieb Weiner & Hellman LLP
