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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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        reorganization and other laws of general applicability relating to
        creditors' rights and (ii) general principles of equity, and (B) any
        rights to indemnity or contribution thereunder may be limited by
        federal and state securities laws and public policy considerations; and
        the Registration Rights Agreements will conform in all material
        respects to the descriptions thereof in the Offering Circular;

               (k)    The Exchange Notes (as defined in each of the
        Registration Rights Agreements) have been duly authorized by the
        Issuers and, when executed, authenticated, issued and delivered in
        accordance with the Indentures and the Registration Rights Agreements
        (assuming the due authorization, execution and delivery of the
        Indentures by the Trustee), will constitute valid and legally binding
        instruments, entitled to the benefits provided by the Indentures under
        which they are to be issued, and enforceable against the Issuers in
        accordance with their terms, subject, as to enforcement, to bankruptcy,
        insolvency, reorganization and other laws of general applicability
        relating to or affecting creditors' rights and to general equity
        principles; and the Exchange Notes will conform in all material
        respects to the descriptions thereof in the Offering Circular;

               (l)    None of the transactions contemplated by this Agreement
        (including, without limitation, the use of the proceeds from the sale
        of the Securities) will violate or result in a violation of Section 7
        of the Securities Exchange Act of 1934 (the "Exchange Act"), or any
        regulation promulgated thereunder, including, without limitation,
        Regulations T, U, and X of the Board of Governors of the Federal
        Reserve System;

               (m)    Prior to the date hereof, none of the Issuers or any of
        their affiliates has taken any action which is designed to or which has
        constituted or which might have been expected to cause or result in
        stabilization or manipulation of the price of any security of the
        Issuers in connection with the offering of the Securities;

               (n)    The issue and sale of the Securities and the compliance
        by the Issuers with all of the provisions of the Securities, the
        Indentures, the Registration Rights Agreements and this Agreement and
        the consummation of the transactions herein and therein contemplated
        will not conflict with or result in a breach or violation of any of the
        terms or provisions of, or constitute a default under, any indenture,
        mortgage, deed of trust, loan agreement, lease, license, franchise
        agreement, permit or other agreement or instrument to which the Issuers
        or any of their subsidiaries is a party or by which the Issuers or any
        of their subsidiaries is bound or to which any of the property or
        assets of the Issuers or any of their subsidiaries is subject, nor will
        such action result in any violation of any statute or any order, rule
        or regulation of any court or governmental agency or body having
        jurisdiction over the Issuers, any of the Issuers' subsidiaries or any
        of their properties, including, without limitation, the Communications
        Act of 1934, as amended, the Cable Communications Policy Act of 1984,
        as amended, the Cable Television Consumer Protection and Competition
        Act of 1992, as amended, and the Telecommunications Act