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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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                               KIRKLAND & ELLIS


May 26, 1999
Page 4


     This opinion is limited to the specific issues addressed herein, and no
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States be changed by legislative action, judicial decision or otherwise.

     This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.

                              Sincerely,



                              Kirkland & Ellis