EXHIBIT 5

                                [Letterhead of]

                            CRAVATH, SWAINE & MOORE
                               [New York Office]

                                                             December 31, 1998

                    Time Warner Entertainment Company, L.P.
              American Television and Communications Corporation
                          Warner Communications Inc.

Ladies and Gentlemen:

                  We have acted as counsel for Time Warner Entertainment
Company, L.P., a Delaware limited partnership (the "Issuer"), American
Television and Communications Corporation, a Delaware corporation ("ATC"), and
Warner Communications Inc., a Delaware corporation ("WCI" and, together with
ATC, the "Guarantors"), in connection with the Registration Statement on Form
S-3 (the "Registration Statement") being filed by the Issuer and the
Guarantors with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to (i) the debt securities of the Issuer (the "Debt Securities") and
(ii) the guarantees of the Debt Securities by the Guarantors (the
"Guarantees"). The Debt Securities will be issued under an Indenture (the
"Indenture"), among the Issuer, the Guarantors and The Bank of New York (the
"Trustee"), as Trustee, filed as Exhibit 4.1 to the Registration Statement.

                  In connection with the foregoing, we have examined originals,
or copies certified or otherwise identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed necessary
or appropriate for the purposes of this opinion, including (a) the Certificate
of Limited Partnership of the Issuer, as amended, (b) the Agreement of Limited
Partnership of the Issuer, as amended, (c) the Admission Agreement, dated as of 
May 16, 1993, between the Issuer and U S West, as amended, (d), the Certificate
of Incorporation, as amended, and By-laws of ATC, (e) the Restated Certificate
of Incorporation, as amended, and By-laws, as amended, of WCI, (f) the
Indenture, (g) the form of the Debt Security and (h) the




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resolutions of the Managing General Partners of the Issuer and the resolutions
of the Board of Directors of each Guarantor authorizing the registration of
the Debt Securities and the Guarantee.

                  Based upon the foregoing and subject to the qualifications
hereinafter set forth, we are of opinion that:

                  1. Based solely on a certificate from the Secretary of State
         of the State of Delaware, the Issuer is a limited partnership validly
         existing and in good standing under the laws of the State of
         Delaware.

                  2. Based solely on a certificate from the Secretary of State
         of the State of Delaware, each Guarantor is a corporation validly
         existing and in good standing under the laws of the State of
         Delaware.

                  3. The Indenture has been duly authorized by the parties
         thereto and the Indenture, when executed and delivered, and the Debt
         Securities, when duly authorized, issued, authenticated and delivered
         in accordance with the terms of the Indenture, and the Guarantees
         related thereto, will constitute legal, valid and binding obligations
         of the Issuer and the Guarantors, respectively, entitled to the
         benefits of the Indenture and enforceable against the Issuer and the
         Guarantors, respectively, in accordance with their respective terms.

                  The opinion set forth above in paragraph 3 is qualified to
the extent we have assumed the due authorization of the Indenture by the
Trustee.

                  Our opinion set forth above in paragraph 3 is subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other similar laws affecting creditors' rights generally from
time to time in effect. The enforceability of the Issuer's and the Guarantor's
obligations is also subject to general principles of equity, including,
without limitation, concepts of materiality, reasonableness, good faith and
fair dealing, regardless of whether such enforceability is considered in a
proceeding in equity or at law.

                  We are aware that we are referred to under the heading
"Legal Opinions" in the prospectus forming a part of the Registration
Statement, and we hereby consent to such use of our name therein and the
filing of this opinion as Exhibit 5 to the Registration Statement. In giving
this





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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 promulgated thereunder.

                                     Very truly yours,



                                  /s/ Cravath, Swaine & Moore


Time Warner Entertainment Company, L.P.
American Television and Communications Corporation
Warner Communications Inc.
      75 Rockefeller Plaza
         New York, NY 10019

399A