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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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Avalon Cable of Michigan, Inc.
May 26, 1999
Page 3


furnished to or relied upon by any other person for any purpose, without our
specific prior written consent, except that (i) you may furnish a copy to your
counsel, Kirkland & Ellis, who may rely upon this opinion letter as if this
letter were addressed to it, and (ii) we hereby consent to the filing of this
opinion letter as an exhibit to the registration statement that you have advised
us you intend to file under the Securities Act of 1933 relating to the Notes.

     The foregoing opinions are rendered as of the date of this letter.  We
assume no obligation to update or supplement any of our opinions to reflect any
changes of law or fact that may occur.

                                     Yours truly,


                                     /s/ KIRKPATRICK & LOCKHART LLP

                                     KIRKPATRICK & LOCKHART LLP