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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                                                                     EXHIBIT 5.1

                                January 24, 2000




Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
12444 Powerscourt Drive
Suite 100
St. Louis, Missouri 63131


         Re:      Charter Communications Holdings, LLC
                  Charter Communications Holdings Capital Corporation
                  Registration Statement on Form S-4

Ladies and Gentlemen:

         This opinion is delivered in our capacity as counsel to Charter
Communications Holdings, LLC, a Delaware limited liability company, and Charter
Communications Holdings Capital Corporation, a Delaware corporation (together,
the "Issuers"), in connection with the Issuers' registration statement on Form
S-4 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). The Registration Statement relates to the offering by the
Issuers of 10.00% Senior Notes due 2009, 10.25% Senior Notes due 2010 and
11.75% Senior Discount Notes due 2010 (collectively, the "Notes")

         In connection with this opinion, we have examined copies or originals
of such documents, resolutions, certificates and instruments of the Issuers as
we have deemed necessary to form a basis for the opinion hereinafter
 expressed.
In addition, we have reviewed certificates of public officials, statutes,
records and other instruments and documents as we have deemed necessary to form
a basis for the opinion hereinafter expressed. In our examination of the
foregoing, we have assumed, without independent investigation, (i) the
genuineness of all signatures and the authority of all persons or entities
signing all documents examined by us, and (ii) the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of all copies submitted to us as certified, conformed or photostatic copies.


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Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
January 24, 2000
Page 2

         With regard to certain factual matters, we have relied, without
independent investigation or verification, upon statements and representations
of representatives of the Issuers.

         Based upon and subject to the foregoing, we are of the opinion that, as
of the date hereof, when the Notes have been duly authenticated by Harris Trust
and Savings Bank in its capacity as Trustee, and duly executed and delivered on
behalf of the Issuers against payment therefor as contemplated by the
registration statement, the Notes will be legally issued and will constitute
binding obligations of the Issuers, subject to applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance and transfer, moratorium or
other laws now or hereafter in effect relating to or affecting the rights or
remedies of creditors generally and by general principles of equity (whether
applied in a proceeding at law or in equity) including, without limitation,
standards of materiality, good faith and reasonableness in the interpretation
and enforcement of contracts, and the application of such principles to limit
the availability of equitable remedies such as specific performance.

        We are members of the Bar of the State of New York, and, accordingly,
do not purport to be experts on or to be qualified to express any opinion
herein concerning, nor do we express any opinion herein concerning, the laws of
any jurisdiction other than the laws of the State of New York.

        We hereby consent to being named as counsel to the Issuers in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters," and to the inclusion of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act, or the rules and regulations of the Commission thereunder.

                                     Very truly yours,

                                     /s/ Paul, Hastings, Janofsky & Walker LLP