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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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          Underwriting Agreement and the consummation of the transactions herein
          and therein contemplated;

               (iii) The statements set forth in the Prospectus in the "Risk
          Factors" section under the subheading "Risks Related to Regulatory and
          Legislative Matters" and in "Regulation and Legislation," insofar as
          they constitute summaries of laws referred to therein, concerning the
          Cable Acts and the published rules, regulations 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, Holding's and Holding's
          subsidiaries' management, the Company, Holding and Holding's
          subsidiaries hold all FCC licenses for cable antenna relay services
          necessary to conduct the business of the Company, Holding and
          Holding's subsidiaries as currently conducted, except to the extent
          the failure to hold such FCC licenses would not, individually and in
          the aggregate, be reasonably expected to have a Material Adverse
          Effect;

               (v) Except as disclosed in the Prospectus 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,
          Holding's and Holding's subsidiaries' management, during the time the
          cable systems of the Company, Holding and Holding's subsidiaries have
          been owned by the Company, Holding and Holding's 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, Holding
          or Holding's 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, Holding or any of Holding's subsidiaries or any cable system
          of the Company, Holding or any of Holding's subsidiaries which could,
          individually or in the aggregate, be reasonably expected to result in
          a Material Adverse Effect;

           (f) Richards, Layton & Finger, special Delaware counsel to the
      Company and Holding, shall have furnished to you their written opinion,
      dated such Time of Delivery, confirming their written opinion, dated
      October 18, 1999, previously delivered to you (a copy of the October 18th
      opinion is attached as Annex II(e) hereto);