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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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      in the Offering Circular, in each case free and clear of all liens,
      encumbrances and defects except such as are described in the Offering
      Circular or such as do not materially affect the value of such property
      and do not interfere with the use made and proposed to be made of such
      property by the Issuers, the Guarantor and their subsidiaries; and any
      real property and buildings held under lease by the Issuers, the Guarantor
      and their subsidiaries are held by them under valid, subsisting and
      enforceable leases with such exceptions as are not material and do not
      interfere with the use made and proposed to be made of such property and
      buildings by the Issuers, the Guarantor and their subsidiaries;

            (d) Each of the Company and the Guarantor has been duly formed and
      is validly existing as a limited liability company in good standing under
      the laws of the State of Delaware, and Charter Capital has been duly
      incorporated and is validly existing as a corporation in good standing
      under the laws of the State of Delaware; each of the Issuers and the
      Guarantor has power and authority to own its properties and conduct its
      business as described in the Offering Circular, and has been duly
      qualified as a foreign corporation or limited liability company, as the
      case may be, for the transaction of business and is in good standing under
      the laws of each other jurisdiction in which it owns or leases properties
      or conducts any business so as to require such qualification, or is
      subject to no liability or disability by reason of the failure to be so
      qualified in any such jurisdiction, except such as would not, individually
      or in the aggregate, have a material adverse effect on the current or
      future financial position, members' or stockholders' equity or results of
      operations of the Issuers, the Guarantor and their subsidiaries taken as a
      whole (a "Material Adverse Effect"); and each subsidiary of the Issuers
      and the Guarantor (other than Charter Capital) has been duly formed and is
      validly existing as a corporation or limited liability company, as the
      case may be, in good standing under the laws of its jurisdiction of
      formation;

            (e) All of the outstanding ownership interests of the Issuers and
      the Guarantor have been duly and validly authorized and issued and are
      fully paid and non-assessable; and all of the outstanding ownership
      interests of each subsidiary of the Issuers have been duly and validly
      authorized and issued, are fully paid and non-assessable and (except as
      otherwise set forth in the Offering Circular) are owned directly or
      indirectly by the Issuers and the Guarantor, free and clear of all liens,
      encumbrances, equities or claims;

            (f) The Eight-Year Senior Notes have been duly authorized and, when
      executed by the Issuers and authenticated by the Trustee (as defined) in
      accordance with the provisions of the Eight-Year Senior Note Indenture (as
      defined) and when delivered to, and paid for, by the Purchasers in
      accordance with the terms of this Agreement, will have been duly executed,
      authenticated, issued and delivered and will constitute valid and legally
      binding obligations of the Issuers entitled to the benefits provided by
      the indenture to be dated as of March 17, 1999 (the "Eight-Year Senior
      Note Indenture") between the Issuers, the Guarantor and Harris Trust and
      Savings Bank, as trustee (the "Trustee"), 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;


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