EXHIBIT 5.01
Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
March 10, 1999
Adelphia Communications Corporation Main at Water Street Couder sport, Pennsylvania 16915
Re: Adelphia Communications Corporation
Ladies and Gentlemen:
We have acted as counsel to Adelphia Communications Corporation, a Delaware corporation ("Adelphia" or the "Company"), in connection with the preparation of a Registration Statement on Form S-3, registering up to $1,350,000,000 in securities and to which this opinion is an exhibit (as amended and supplemented, the "Registration Statement"), including the form of prospectus included therein (as supplemented, the "Prospectus"), filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), relating to the public offering of: (i) debentures, notes and other debt securities in one or more series (the "Debt Securities") of Adelphia which may be senior debt securities or subordinated debt securities of Adelphia, (ii) shares of Preferred Stock, $.01 par value per share (the "Preferred Stock") of Adelphia issuable in series designated by the Board of Directors of Adelphia, and (iii) shares of Class A Common Stock, $.01 par value per share (the "Class A Common Stock") of Adelphia. The Debt Securities, the Preferred Stock and the Class A Common Stock are collectively referred to herein as the "Securities." The Securities may be offered in combination or separately from time to time by the Company in amounts, at prices and on terms to be determined at the time or times of offering. The aggregate initial offering price of all of the Securities which may be sold pursuant to the Prospectus will not exceed $1,750,000,000 (including Securities being carried forward from registration statement (No. 333-58749) included therein pursuant to Commission Rule 429).
This opinion is being delivered in accordance with the requirements of Item 601 (b) (5) (i) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, certificates or records as we have deemed necessary or appropriate as bases for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.
Based on the foregoing, and subject to the other qualifications and limitations set forth herein, we are of the following opinion:
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