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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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                  (i) The Company 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 has the organizational power and authority to own its
            properties and conduct its business as described in the Offering
            Circular;

                  (ii) Each of the subsidiaries of the Issuers (other than
            Charter Capital) listed on Schedule A attached to such counsel's
            opinion (the "Charter Subsidiaries") has been duly incorporated or
            formed, as the case may be, 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;

                  (iii) To the best of such counsel's knowledge and other than
            as set forth in the Offering Circular, there are no legal or
            governmental proceedings pending to which the Issuers or any of the
            Charter Subsidiaries is a party or of which any property of the
            Issuers or any of the Charter Subsidiaries is the subject which, if
            determined adversely to the Issuers or any of the Charter
            Subsidiaries, would individually or in the aggregate have a Material
            Adverse Effect; and, to the best of such counsel's knowledge and
            other than as set forth in the Offering Circular, no such
            proceedings are threatened or contemplated by governmental
            authorities or threatened by others;

                  (iv) This Agreement has been duly authorized, executed and
            delivered by the Issuers;

                  (v) The Notes have been duly authorized by the Issuers, and,
            when executed and authenticated in accordance with the provisions of
            the Indentures and delivered to and paid for by the Purchasers in
            accordance with the terms of this Agreement, will be valid and
            legally binding obligations of the Issuers, entitled to the benefits
            provided by the Indentures and enforceable against the Issuers in
            accordance with their terms, subject, as to enforcement, to
            applicable bankruptcy, reorganization, insolvency or other similar
            laws affecting creditors' rights generally and to general equity
            principles;

                  (vi) Assuming the Guarantees have been duly authorized by the
            Guarantor, the Guarantees, when the Notes are executed by the
            Issuers and authenticated by the Trustee in accordance with the
            provisions of the Indentures (assuming the due authorization,
            execution and delivery thereof by the Trustee) and, in the case of
            the Notes, delivered to and paid for by the Purchasers in accordance
            with this Agreement, will constitute a legal, valid and binding
            obligation of the Guarantor entitled to the benefits provided by the
            Indentures and enforceable against the Guarantor in accordance with
            their terms, subject, as to enforcement, to applicable bankruptcy,
            reorganization, insolvency or other similar laws affecting
            creditors' rights generally and to general equity principles;


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