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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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               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;

                      (ix)   The Securities, the Exchange Notes, the Indentures
               and the Registration Rights Agreements conform in all material
               respects to the descriptions thereof in the Offering Circular;

                      (x)    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, to the best of such
               counsel's knowledge, 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, permit or other agreement or instruments specifically
               identified to such counsel by the Issuers as material to the
               Issuers on a schedule, nor will any such action result in any
               violation of the provisions of the certificate of incorporation
               or by-laws, or certificate of formation or limited liability
               company agreement, as the case may be, of the Issuers or any
               Federal or New York State statute or any order, rule or
               regulation of any Federal or New York State court or
               governmental agency or body having jurisdiction over the
               Issuers, the subsidiaries of the Issuers or any of their
               properties;

                      (xi)   No consent, approval, authorization, order,
               registration or qualification of or with any such court or
               governmental agency or body referred to in paragraph (x) is
               required for the issue and sale of the Securities or the
               consummation by the Issuers of the transactions contemplated by
               this Agreement, the Indentures or the Registration Rights
               Agreements, except such consents, approvals, authorizations,
               registrations or qualifications as have been obtained or as may
               be required under state or foreign securities or Blue Sky laws
               in connection with the purchase and distribution of the
               Securities by the Purchasers;

                      (xii)  The statements set forth in the Offering Circular
               under the caption "Description of Notes," insofar as they
               purport to constitute a summary of the terms of the Securities,
               and under the captions "Description of Certain Indebtedness" and
               "Certain United States Federal Tax Considerations," insofar as
               they purport to describe the provisions of the laws and
               documents referred to