Exhibit 5.1

September     , 2004

Re:      Tevecap S.A.
         US$48,022,000 12.625% Senior Notes due 2009
         Exchange Offer

Ladies and Gentlemen:

         We have acted as United States counsel in connection with the filing by
Tevecap S.A., a Brazilian corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") of a registration statement (the
"Registration Statement") on Form F-4 under the Securities Act of 1933, as
amended, relating to the proposed issuance, in exchange for US$48,022,000
aggregate principal amount of the Company's 12.625% Senior Notes due 2004 (the
"Old Notes") of US$48,022,000 aggregate principal amount of the Company's
12.625% Senior Notes due 2009 (the "New Notes"). The New Notes are to be issued
pursuant to an Indenture, to be dated as of November , 2004 (the "Indenture"),
between the Company, HSBC Bank USA, National Association, as Trustee (the
"Trustee") and Paying Agent. Capitalized terms used herein and not otherwise
defined herein have the meanings ascribed thereto in the Indenture.

         In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Indenture, the forms of the New Notes and the
Registration Statement.

         In rendering the opinions contained herein, we have assumed (a) the due
authorization, execution and delivery of each of the Indenture and the New Notes
by each of the parties thereto, (b) that each of such parties has the legal
power to act in the respective capacity or capacities in which it is to act
thereunder, (c) the authenticity of all documents submitted to us as originals,
(d) the conformity to the original documents of all documents submitted to us as
copies and (e) the genuineness of all signatures on all documents submitted to
us.

         Based on the foregoing, we are of the opinion that the New Notes, when
duly issued and authenticated in accordance with the provisions of the Indenture
and delivered in exchange for the Old Notes, will constitute valid and binding
obligations of the Company enforceable against the Company in accordance with
their terms (subject in each case to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and other similar laws affecting
creditors' rights generally from time to time in effect and to general
principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether considered in
a proceeding in equity or at law).

         We are admitted to practice in the State of New York, and we do not
express any opinion with respect to matters governed by any laws other than the
laws of the State of New York and the federal laws of the United States of
America. To the extent that the laws of the Federative Republic of Brazil are
relevant to the opinions expressed herein, we have relied exclusively on the
opinion of Machado, Meyer,



Sendacze e Opice, Brazilian counsel for the Company, which are being delivered
to you and filed with the Commission as exhibits to the Registration Statement.

         We know that we may be referred to as counsel who has passed upon the
legality of the issuance of the New Notes on behalf of the Company in the
Registration Statement filed with the Commission, and we hereby consent to such
use of our name in said Registration Statement and to the filing of this opinion
with said Registration Statement, as Exhibit 5.1 thereto.

Very truly yours,

/s/ CLIFFORD CHANCE US LLP
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Clifford Chance US LLP


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