July 15, 2005

U.S. Securities and Exchange Commission
100 F. Street N.E.
Washington, D.C. 20549

    Re: Registration Statement on Form S-1, as amended, for Charter
        Communications, Inc., File No. 333-121136 (the "Registration Statement")
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Ladies and Gentlemen:


      Reference is made to our opinion dated July 15, 2005, which was filed as
Exhibit 5.1 to the Registration Statement with Amendment No. 5 thereto on July
15, 2005 (the "Opinion"). This is to confirm that the reference and limitation
in the Opinion to Delaware General Corporate Law ("DGCL") includes the statutory
provisions of the DGCL itself and also all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws.

                                           Very truly yours,

                                           /s/ Irell & Manella LLP

                                           Irell & Manella LLP