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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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                  (xvii) Assuming the accuracy of the representations and
            warranties of the Issuers and the Guarantor contained in Sections
            1(y) and (z) of this Agreement and the representations and
            warranties of the Purchasers contained in Section 3 of this
            Agreement, no registration of the Securities under the Act, and no
            qualification of an indenture under the United States Trust
            Indenture Act of 1939 with respect thereto, is required for the
            offer, sale and initial resale of the Securities by the Purchasers
            in the manner contemplated by this Agreement; and

                  (xviii) Neither of the Issuers is an "investment company," as
            such term is defined in the Investment Company Act. 

            Such opinion shall also state that such counsel has no reason to
      believe that the Offering Circular and any further amendments or
      supplements thereto made by the Issuers prior to the Time of Delivery
      (other than the financial statements therein, as to which such counsel
      need express no opinion) contained as of its date or contains as of the
      Time of Delivery an untrue statement of a material fact or omitted or
      omits, as the case may be, to state a material fact necessary to make the
      statements therein, in the light of the circumstances under which they
      were made, not misleading.

            (c) Cole, Raywid & Braverman, L.L.P., special communications counsel
      to the Issuers and the Guarantor, shall have furnished to you their
      written opinion, dated the Time of Delivery, in form and substance
      reasonably satisfactory to you, to the effect that:

                  (i) The issue and sale of the Securities and the compliance by
            the Issuers and the Guarantor with all of the provisions of the
            Securities, the Indentures, the Registration Rights Agreements, the
            Pledge Documents and this Agreement and the consummation of the
            transactions herein and therein contemplated do not and will not
            contravene the Cable Acts or any order, rule or regulation of the
            FCC, having jurisdiction over the Issuers and the Guarantor or any
            of their subsidiaries or over any of their property;

                  (ii) To the best of such counsel's knowledge, no consent,
            approval, authorization or order of, or registration, qualification
            or filing with, any court or regulatory authority or other
            governmental agency or instrumentality is required under the Cable
            Acts or any order, rule or regulation of the FCC in connection with
            the issue and sale of the Securities and the compliance by the
            Issuers and the Guarantor with all of the provisions of the
            Securities, the Indentures, the Registration Rights Agreements, the
            Pledge Documents and this Agreement and the consummation of the
            transactions herein and therein contemplated;

                  (iii) The statements set forth in the Offering Circular under
            the captions "Risk Factors -- Risks Associated with Regulation of
            the Cable Industry" and "Regulation and Legislation," insofar as
            they constitute summaries of laws referred to therein, including the
            Cable Acts and the published rules, regula-


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