Exhibit 5.1


                                         May 21, 2001



Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549


Ladies and Gentlemen:

               We have acted as counsel for Charter Communications, Inc., a
Delaware corporation (the "Company"), in connection with the proposed offer by
the Company of up to 38,895,911 shares of the Company's Class A common stock
(the "Shares") pursuant to the Charter Communications, Inc. 2001 Stock Incentive
Plan (the "Plan"). We have examined such documents, records and matters of law
as we have deemed necessary for purposes of this opinion.

               Based upon the foregoing, it is our opinion that the Shares, when
issued to participants of the Plan in accordance with the Plan, will be duly
authorized, validly issued, fully paid and nonassessable.

               We hereby consent to the filing of this opinion as Exhibit 5.1 to
Registration Statement on Form S-8 filed by the Company to effect registration
of the Shares issued pursuant to the Plan under the Securities Act of 1933.


                                            Very truly yours,

                                   /s/ Paul, Hastings, Janofsky & Walker LLP