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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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            tions and policies promulgated by the FCC thereunder, fairly
            summarize the matters described therein;

                  (iv) To the knowledge of such counsel based solely upon its
            review of publicly available records of the FCC and operational
            information provided by the Company's management, the Company, the
            Guarantor and their subsidiaries hold all FCC licenses for Cable
            Antennae Relay Services necessary to conduct the business of the
            Company, the Guarantor and their subsidiaries as currently
            conducted, except to the extent the failure to hold such FCC
            licenses would not, individually or in the aggregate, be reasonably
            expected to have a Material Adverse Effect;

                  (v) To the knowledge of such counsel based solely upon its
            review of publicly available records of the FCC and operational
            information provided by the Company's management, during the time
            the cable systems of the Company and its subsidiaries have been
            owned by the Company and its subsidiaries and except for those
            systems previously owned or controlled by the Guarantor, all
            registration statements have been filed with the FCC; all
            frequencies within the restricted aeronautical and navigational
            bands (i.e., 108-136 and 225-400 MHz) which are currently being used
            in connection with the operation of the cable systems of the Company
            and its subsidiaries have been authorized for such use by the FCC
            except to the extent failure to have such authorization would not,
            individually or in the aggregate, be reasonably expected to have a
            Material Adverse Effect; and each of the cable systems of the
            Company and its subsidiaries subject to EEO compliance certification
            by the FCC has been certified by the FCC for annual EEO compliance
            during the time such cable systems of the Company and its
            subsidiaries have been owned by the Company and its subsidiaries;
            except for 1998 EEO filings, for which EEO certification is still
            pending, and except to the extent failure to have such certification
            would not, individually or in the aggregate, be reasonably expected
            to have a Materially Adverse Effect; and

                  (vi) Except as disclosed in the Offering Circular and except
            with respect to rate regulation matters, and general rulemakings and
            similar matters relating generally to the cable television industry,
            to such counsel's knowledge, based solely upon its review of the
            publicly available records of the FCC and upon inquiry of the
            Company's, the Guarantor's and their subsidiaries' management,
            during the time the cable systems of the Company, the Guarantor and
            their subsidiaries have been owned by the Company, the Guarantor and
            their subsidiaries (A) there has been no adverse FCC judgment, order
            or decree issued by the FCC relating to the ongoing operations of
            any of the Company, the Guarantor or one of their subsidiaries that
            has had or could reasonably be expected to have a Material Adverse
            Effect; and (B) there are no actions, suits, proceedings, inquiries
            or investigations by or before the FCC pending or threatened in
            writing against or specifically affecting the Company, the Guarantor
            or any of their subsidiaries or any cable system of the Company, the
            Guarantor or any of their subsidiaries which could, individually or
            in the aggregate, be reasonably expected to result in a Material
            Adverse Effect.


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