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S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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as described in the Preliminary Offering Memorandum and the Offering Memorandum,
and is duly registered and qualified to conduct its business and is in good
standing in each jurisdiction or place where the nature of its properties or the
conduct of its business requires such registration or qualification, except
where the failure so to register or qualify or to be in good standing would not
have a material adverse effect on the condition (financial or other), business,
properties, or results of operations of the Issuers and their subsidiaries,
taken as a whole (a "Material Adverse Effect").

          (e)  Each of the Issuers has all requisite limited liability company
or corporate, as the case may be, power and authority to execute, deliver and
perform its obligations under this Agreement, the Indenture, the Notes and the
Registration Rights Agreement, as applicable.

          (f)  This Agreement has been duly and validly authorized, executed and
delivered by each of the Issuers and assuming due authorization, execution and
delivery by the Initial Purchasers, constitutes the valid and binding agreement
of each of the Issuers, enforceable against the Issuers in accordance with its
terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer and other similar laws affecting creditors' rights generally
from time to time in effect and to general principles of equity, including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether in a proceeding in equity or at law).

          (g)  The Registration Rights Agreement has been duly and validly
authorized by each of the Issuers and, upon its execution and delivery by each
of the Issuers and, assuming due authorization, execution and delivery by the
Initial Purchasers, will constitute the valid and binding agreement of each of
the Issuers, enforceable against the Issuers in accordance with its terms
(subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer and other similar laws affecting creditors' rights generally
from time to time in effect and to general principals of equity, including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether in a proceeding in equity or at law).

          (h)  The Indenture has been duly and validly authorized by each of the
Issuers, and upon its execution and delivery by each of the Issuers and,
assuming due authorization, execution and delivery by the Trustee, will
constitute the valid and binding agreement of each of the Issuers, enforceable
against the Issuers in accordance with its terms (subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
other similar laws affecting creditors' rights generally from time to time in
effect and to general principles of equity, including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing, regardless
of whether in a proceeding in equity or at law); no qualification of the
Indenture under the Trust Indenture Act of 1939 ("TIA") is required in
connection with the offer and sale of the Initial Notes contemplated hereby or
in connection with the Exempt Resales in accordance with the terms hereof.

          (i)  The Initial Notes have been duly and validly authorized by the
Issuers and when duly executed by the Issuers in accordance with the terms of
the Indenture and, assuming due authentication of the Initial Notes by the
Trustee, upon delivery to the Initial