The validity of the New Notes and the New Guaranty offered hereby will be
passed upon on behalf of the Obligors and the Guarantor by Dow, Lohnes &
Albertson, PLLC, Washington, D.C.
The audited combined financial statements of the Systems as of December 31,
1996 and 1997, and for each of the three years ended December 31, 1997, and
the audited combined financial statements of Holdings and Renaissance Media as
of December 31, 1997 and for the period from November 5, 1997 (date of
inception) to December 31, 1997 appearing in this Prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon appearing elsewhere herein, and are included in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.