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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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                                                                     EXHIBIT 5.1

                                KIRKLAND & ELLIS
                PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS

                            200 East Randolph Drive
                            Chicago, Illinois  60601

To Call Writer Direct:            312 861-2000                       Facsimile:
  312 861-2000                                                      312 861-2200


                                 May 26, 1999


Avalon Cable LLC,
Avalon Cable Holdings Finance, Inc.,
Avalon Cable of Michigan Holdings, Inc.,
Avalon Cable of Michigan, Inc.
800 Third Street
Suite 3100
New York, NY 10022

          Re:  Avalon Cable LLC,
               Avalon Cable Holdings Finance, Inc.,
               Avalon Cable of Michigan Holdings, Inc., and
               Avalon Cable of Michigan, Inc.
               Registration Statement on Form S-4
               Registration No. 333-75415
               ---------------------------------------------

Ladies and Gentlemen:

     We are issuing this opinion letter in our capacity as special legal counsel
to Avalon Cable LLC, a Delaware limited liability company ("Avalon Holdings"),
and Avalon Cable Holdings Finance, Inc., a Delaware corporation ("Holdings
Finance" and, together with Avalon Holdings, the "Issuers") and Avalon Cable of
Michigan Holdings, Inc., a Delaware corporation ("Michigan Holdings"), and
Avalon Cable of Michigan, Inc., a Pennsylvania corporation, ("Avalon Michigan"
and, together with Michigan Holdings, the "Guarantors" and, together with the
Issuers, the "Registrants"), in connection with the proposed registration by the
Issuers of up to $196,000,000
 in aggregate principal amount of the Issuers'
11 7/8% Series B Senior Discount Notes due 2008 (the "Exchange Notes"), pursuant
to a Registration Statement on Form S-4 (Registration No. 333-75415) originally
filed with the Securities and Exchange Commission (the "Commission") on March
31, 1999, under the Securities Act of 1933, as amended (the "Act") (such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement"). The obligations of Avalon Holdings under the
Exchange Notes will be guaranteed by the Guarantors (the