Exhibit 5.1




                                  May 23, 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 issuance
by the Company of $700,000,000 in aggregate principal amount of 8.50% notes due
May 15, 2006 (the "2006 Notes") and $1,050,000,000 in aggregate principal amount
of 9.25% notes due May 15, 2011 (the "2011 Notes"; together with the 2006 Notes,
the "Notes") pursuant to the prospectus supplement dated May 18, 2001 to the
prospectus dated May 9, 2001 forming part of the Registration Statement of the
Company on Form S-3, File No. 333-58044 as amended by Amendment No. 1 thereto
(as amended, the "Registration Statement"), filed with the Securities and
Exchange Commission (the "Commission"). The Notes have been issued pursuant to
the Indenture, dated as of May 23, 2001 between the Company and The Chase
Manhattan Bank, as trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture thereto, dated as of May 23, 2001 (as supplemented, the
"Indenture").

                  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) the Indenture; (iii) the Restated
Certificate of Incorporation of the Company as in effect on the date hereof;
(iv) the By-Laws of the Company as in effect on the date hereof; and (v)
resolutions adopted by the Board of Directors of the Company authorizing, among
other things, the filing of the Registration Statement and the issuance and sale
of the Notes. 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.




Citizens Communications Company
May 23, 2001
Page 2




                  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 by parties other than the Company, we 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.
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 the Notes 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).

                  We hereby consent to the filing of this opinion letter with
the Commission as an exhibit to a Current Report of the Company on Form 8-K. 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 Securities Act of 1933, as amended, or the rules and
regulations of the Commission.

                                                    Very truly yours,

                                                    /s/  Winston & Strawn