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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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without limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether in a proceeding in equity or at law).

               (vii)  All the limited liability company units or shares
of capital stock, as the case may be, of the Issuers outstanding prior to the
issuance of the Initial Notes have been duly authorized and validly issued and,
in the case of capital stock, are fully paid and nonassessable.

               (viii) The Issuers' execution, delivery and performance of their
respective obligations under this Agreement, the Indenture and the Registration
Rights Agreement and the Issuers' sale of the Initial Notes to the Initial
Purchasers in accordance with this Agreement and performance of their respective
obligations under each do not (i) violate Avalon Holding's Certificate of
Formation or Limited Liability Company Agreement or Michigan Holdings' or
Finance Holding's Certificate of Incorporation or by-laws or (ii) constitute a
violation by the Issuers of any applicable provision of any law, statute or
regulation (except that no opinion is expressed as to compliance with any
disclosure requirement or any prohibition against fraud or misrepresentation or
as to whether performance of the indemnification or contribution provisions in
this Agreement would be permitted or any FCC or franchise law) or any order or
decree known to such counsel of any court or government agency or (iii) breach,
or result in a default under, any existing obligation of the Issuers under any
of the agreements listed on Schedule II to such opinion (and which the Issuers
have represented lists all material agreements and instruments to which the
Issuers and their subsidiaries or by which the Issuers and their subsidiaries
are bound or by which their property or assets are subject provided that no
opinion is expressed as to compliance with any financial test or cross-default
provision in any such agreement).

               (ix)  The Issuers' were not required to obtain any consent,
approval, authorization or order of or registration or filing with, any court,
regulatory body, administrative agency or other governmental agency for the
issuance, delivery and sale of the Initial Notes under this Agreement or the
performance by the Issuers of the Registration Rights Agreement except for an
order of the Commission declaring the registration statements, to be filed
pursuant to the Registration Rights Agreement, effective or any filings required
under Blue Sky laws.

               (x)   Subject to compliance by the Initial Purchasers with the
procedures set forth in this Agreement, it is not necessary in connection with
the sale of the Initial Notes to the Initial Purchasers in accordance with this
Agreement or in connection with the resale of the Notes in the Exempt Resales
contemplated by this Agreement to register the Notes under the Securities Act or
to qualify the Indenture under the TIA.

               (xi)  When the Initial Notes are issued and delivered pursuant to
this Agreement, such Initial Notes will not be of the same class (within the
meaning of Rule 144A under the Securities Act) as securities of the Issuers that
are listed on a national securities exchange registered under Section 6 of the
Exchange Act or that are quoted in a United States automated inter-dealer
quotation system.