EXHIBIT 5





                             November 20, 1997



Peoples Telephone Company, Inc.
2300 Northwest 89th Place
Miami, Florida 33172

Ladies and Gentlemen:

     We have acted as special counsel to Peoples  Telephone  Company,  Inc. (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission, on or about the date hereof, of a registration statement on
Form S-8 (the "Registration  Statement").  The Registration Statement relates to
the  offering  of up to  1,350,000  shares of Common  Stock,  par value $.01 per
share,  of the Company (the  "Shares"),  pursuant to the terms of the  Company's
1997 Incentive Plan (the "Plan").

     In  connection   therewith,   we  have  examined  the  Company's   Restated
Certificate of Incorporation  and the Company's  Bylaws,  each as amended to the
date  hereof;  resolutions  adopted  by the Board of  Directors  of the  Company
providing for, among other things,  the issuance of the Shares and the filing of
the  Registration  Statement,  resolutions  adopted by the  shareholders  of the
Company  approving  the Plan and such other  corporate  documents  and  records,
certificates of public  officials and questions of law as we deemed necessary or
appropriate for the purposes of this opinion. We have also reviewed the relevant
provisions  of the New York  Business  Corporation  Law,  and such  other  legal
authority as we have deemed relevant.

     Based  upon and  subject  to the  foregoing  and the other  qualifications,
limitations and  assumptions  contained  herein,  we are of the opinion that the
Shares,  when issued and  delivered  pursuant to the terms of the Plan,  will be
validly issued, fully paid and non-assessable.

     We  hereby  consent  to the  filing  of this  opinion  as  Exhibit 5 to the
Registration  Statement  and to the  reference  to us under the  caption  "Legal
Matters" in the Prospectus related thereto.

                             Very truly yours,

                             STEEL HECTOR & DAVIS LLP