Exhibit 5.1
Citizens Communications Company
3 High Ridge Road
Stamford, CT 06905
(203) 614-5600
May 29, 2008
Citizens Communications Company
3 High Ridge Park
Stamford, CT 06905
Re: Statement on Form S-8
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Ladies and Gentlemen:
I have acted as counsel to Citizens Communications Company (the "Company")
in connection with the preparation and filing with the Securities and Exchange
Commission of the Company's Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to 3,000,000 shares of the Company's common stock, par value $0.25 per
share (the "Common Stock"), that may be issued under the terms of the Citizens
Communications Company Amended and Restated 2000 Equity Incentive Plan (the
"Plan").
In so acting, I have examined originals or copies (certified or otherwise
identified to my satisfaction) of the Registration Statement and such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
the Company, and have made such inquiries of such officers and representatives
as I have deemed relevant and necessary as a basis for the opinions hereinafter
set forth.
In such examination, I have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to these opinions that have not been independently established, I
have relied upon certificates or comparable documents of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications stated herein, I
am of the opinion that the Common Stock to be issued pursuant to the terms of
the Plan have been duly authorized and, when issued, delivered and paid for in
accordance with the terms of the Plan, will be validly issued, fully paid and
non-assessable. The opinions expressed herein are limited to the corporate laws
of the State of Delaware and the federal laws of the United States, and I
express no opinion as to the effect on the matters covered by this opinion of
the laws of any other jurisdiction.
I hereby consent to the use of this letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Hilary E. Glassman
Hilary E. Glassman
Senior Vice President, General Counsel and
Secretary
Admitted in New York only