Exhibit 8.1


                 [LETTERHEAD OF SONNENSCHEIN NATH & ROSENTHAL]


July 23, 2001

Insight Communications Company, Inc.
810 Seventh Avenue
New York, New York 10019

Dear Gentlemen:

     We are counsel to Insight Communications Company, Inc. (the "Company"), a
Delaware corporation, which has requested that we render an opinion in
connection with a Registration Statement on Form S-4 heretofore filed by the
Company (the "Registration Statement"), covering the registration of
$400,000,000 aggregate principal amount at maturity of 12 1/4% Senior Discount
Notes due 2011 (the "Exchange Notes") to be offered in exchange for (the
"Exchange Offer") all of the Company's outstanding 12 1/4% Senior Discount Notes
due 2011 (the "Initial Notes").

     We have made such examination as we have deemed necessary and appropriate
for the purpose of this opinion.  Based on the terms of the Exchange Offer, the
Initial Notes, and the Exchange Notes as described in the Registration
Statement, it is our opinion that the summary set forth in the Registration
Statement under the heading "U.S. Federal Tax Considerations" accurately
describes the material United States federal tax consequences of the Exchange
Offer to the holders of the Initial Notes on the exchange of Initial Notes for
Exchange Notes.  The summary does not purport to discuss all aspects of United
States federal taxation which may be relevant to particular holders of the
Initial Notes in light of such holders' personal circumstances.

     The foregoing opinion is based on current provisions of the Internal
Revenue Code of 1986, as amended, applicable Treasury regulations promulgated
thereunder, published pronouncements and other administrative interpretations by
the Internal Revenue Service, and case law, all of which are subject to change
at any time with retroactive effect.  We undertake no obligation to update this
opinion in respect of any such changes.

     This opinion is solely for your benefit in connection with the matter
addressed herein, and may not be relied upon by you for any other purpose nor
furnished to, or relied upon by, any other person without our prior written
consent.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement.

                                         Very truly yours,

                                         SONNENSCHEIN NATH & ROSENTHAL


                                         By: /s/ Marc D. Teitelbaum
                                             A Member of the Firm

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