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                                                                     EXHIBIT 5.1




                                 July 12, 2001


Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
12444 Powerscourt Drive, Suite 100
St. Louis, Missouri 63131

          Re:     Charter Communications Holdings, LLC
                  Charter Communications Holdings Capital Corporation
                  Registration Statement on Form S-4

 Ladies and Gentlemen:

                  This opinion is delivered in our capacity as counsel to
Charter Communications Holdings, LLC, a Delaware limited liability company, and
Charter Communications Holdings Capital Corporation, a Delaware corporation
(together, the "Issuers"), in connection with the Issuers' registration
statement on Form S-4 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). The Registration Statement relates to the
offering by the Issuers of 9.625% Senior Notes due 2009, 10.000% Senior Notes
due 2011 and 11.750% Senior Discount Notes due 2011 (collectively, the "Notes").

                  In connection with this opinion, we have examined copies or
originals of such documents, resolutions, certificates and instruments of the
Issuers as we have deemed necessary to form a basis for the opinion hereinafter
expressed. In addition, we have reviewed certificates of public officials,
statutes, records and other instruments and documents as we have deemed
necessary to form a basis for the opinion hereinafter expressed. In our
examination of the foregoing, we have assumed, without independent
investigation, (i) the genuineness of all signatures and the authority of all
persons or entities signing all documents examined by us, and (ii) the
authenticity of all documents submitted to us as originals and the conformity to
authentic original documents of all copies submitted to us as certified,
conformed or photostatic copies.
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Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
July 12, 2001
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                  With regard to certain factual matters, we have relied,
without independent investigation or verification, upon statements and
representations of representatives of the Issuers.

                   Based upon and subject to the foregoing, we are of the
opinion that, as of the date hereof, when the Notes have been duly authenticated
by BNY Midwest Trust Company in its capacity as Trustee, and duly executed and
delivered on behalf of the Issuers against payment therefor as contemplated by
the Registration Statement, the Notes will be legally issued and will constitute
binding obligations of the Issuers, subject to applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance and transfer, moratorium or
other laws now or hereafter in effect relating to or affecting the rights or
remedies of creditors generally and by general principles of equity (whether
applied in a proceeding at law or in equity) including, without limitation,
standards of materiality, good faith and reasonableness in the interpretation
and enforcement of contracts, and the application of such principles to limit
the availability of equitable remedies such as specific performance.

                  We are members of the Bar of the State of New York, and,
accordingly, do not purport to be experts on or to be qualified to express any
opinion herein concerning, nor do we express any opinion herein concerning, the
laws of any jurisdiction other than the laws of the State of New York.

                  We hereby consent to being named as counsel to the Issuers in
the Registration Statement, to the references therein to our firm under the
caption "Legal Matters," and to the inclusion of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act, or the rules and regulations of the Commission
thereunder.

                                               Very truly yours,



                                    /s/ Paul, Hastings, Janofsky & Walker LLP