EXHIBIT 5.1

                                                       May 7, 2001

Citizens Communications Company
3 High Ridge Park
Stamford, Connecticut  06905

Ladies and Gentlemen:

            We have acted as special counsel to Citizens Communications Company,
a Delaware corporation (the "Company"), in connection with the preparation of
the Registration Statement on Form S-3, File No. 333-58044 as it has been
amended by Amendment No. 1 thereto (as amended, the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") on March 30, 2001 relating to the issuance and sale from time
to time, pursuant to Rule 415 under the Securities Act of 1933, as amended
(the "Act"), of (1) common stock, (2) preferred stock, (3) depository shares,
(4) warrants and/or (5) one or more series of debt securities (collectively,
the "Company Securities") of the Company as well as (6) the guarantee (the
"Guarantee") by the Company of certain obligations of Citizens Communications
Capital Trust I, a Delaware statutory business trust (the "Trust") made with
a trustee for the benefit of the holders of trust preferred securities of the
Trust. The Company Securities and the Guarantee (collectively, the
"Securities") will be in an aggregate principal amount (excluding the amount
of any original issue discount with respect to any debt securities) of up to
$3,800,000,000. The debt securities of the Company may be issued pursuant to
one or more indentures and one or more supplements thereto, in each case
between the Company and a trustee.

            This opinion letter is furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.

            In connection with this opinion letter, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of: (i) the
Registration Statement; (ii) Amendment No. 1 to the Registration Statement;
(iii) the form of the indentures proposed to be entered into by the Company;
(iv) the Restated Certificate of Incorporation of the Company as in effect on
the date hereof; (v) the By-laws of the Company as in effect on the date hereof;
and (vi) resolutions adopted by the Board of Directors of the Company
authorizing, among other things, the filing of the Registration Statement (the
"Board Resolutions"). We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and
such agreements, certificates of pubic officials, certificates of officers or
other representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
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, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we


Citizens Communications Company
May 7, 2001


have assumed that such parties have the power, corporate or other, to enter into
and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof. As to any facts material to the opinions expressed herein that were not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.

            Members of our firm are admitted to the bar in the State of New
York, and we do not express any opinion as to the laws of any other jurisdiction
other than the General Corporation Law of the State of Delaware. The Securities
may be issued from time to time on a delayed or continuous basis, and this
opinion letter is limited to the laws, including the rules and regulations, as
in effect on the date hereof.

            Based upon and subject to the foregoing, we are of the opinion that:

            When (i) the Registration Statement shall have become effective
under the Act, (ii) the Blue Sky or securities laws of certain states shall have
been complied with, (iii) if the Securities are to be sold pursuant to a firm
commitment underwritten offering, the underwriting agreement with respect to the
Securities has been duly executed and delivered by the Company and the other
parties thereto, (iv) the applicable indentures relating to debt securities of
the Company and the Guarantee, as applicable, shall have been executed and
delivered by the Company to the applicable trustee and duly qualified under the
Trust Indenture Act of 1939, as amended, (v) the terms of such debt securities
and of their issuance shall have been duly established in conformity with the
applicable indenture relating to such debt securities so as not to violate any
applicable law or the Restated Certificate of Incorporation or the By-laws of
the Company, (vi) a duly authorized certificate of designation shall have been
filed with the Secretary of State of Delaware in respect of the issuance of each
applicable series of preferred stock of the Company, (vii) a warrant agreement
governing the issuance of any warrants shall have been executed and delivered by
the Company to the applicable counterparties, (viii) a deposit agreement
governing any depositary shares shall have been executed and delivered by the
Company to the applicable counterparties, and (ix) the Securities shall have
been duly executed, authenticated (if applicable), countersigned (if applicable)
and delivered against payment therefor in accordance with the applicable
indenture and underwriting agreement, the Securities shall constitute binding
obligations of the Company enforceable against the Company in accordance with
their terms, except as enforceability may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws now or hereafter in effect relating to or affecting creditors' rights
generally, (b) an implied covenant of good faith and fair dealing and (c)
general principles of equity (regardless of whether enforcement is considered in
a proceeding at law or in equity), and except that enforcement thereof may also
be limited by (x) requirements that a claim with respect to any Securities
denominated other than in United States dollars (or a foreign currency or
foreign currency unit judgment in respect of such claim) be converted into
United States dollars at a rate of exchange prevailing on a date determined
pursuant to applicable law or (y) governmental authority to limit, delay or
prohibit the making of payments in foreign currency or currency units or payment
outside of the United States.


Citizens Communications Company
May 7, 2001


            We hereby consent to the filing of this opinion letter with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission.

                                                          Very truly yours,


                                                          /s/ Winston & Strawn