Exhibit 5.1


                     PAUL, HASTINGS, JANOFSKY & WALKER LLP


                                 July 8, 1997



                                                                     26095.78448

CCA Holdings Corp.
CCA Acquisition Corp.
Cencom Cable Entertainment, Inc.
Charter Communications Entertainment, L.P.
12444 Powerscourt Drive, Suite 400
St. Louis, Missouri 63131

                               CCA HOLDINGS CORP.
                             CCA ACQUISITION CORP.
                        CENCOM CABLE ENTERTAINMENT, INC.
                   CHARTER COMMUNICATIONS ENTERTAINMENT, L.P.
            REGISTRATION STATEMENT ON FORM S-4 (REG. NO. 333-26853)
            -------------------------------------------------------

Ladies and Gentlemen:

          This opinion is delivered in our capacity as counsel to CCA Holdings
Corp. (the "Issuer"), CCA Acquisition Corp. ("CAC"), Cencom Cable Entertainment,
Inc. ("Cencom Cable"), and Charter Communications Entertainment, L.P. ("CCE, LP"
and, together with CAC and Cencom Cable, the "Guarantors"), in connection with
the Issuer's and the Guarantors' registration statement on Form S-4 (File No.
333-26853) (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "1933 Act"),
relating to the proposed issuance by the Issuer of $82,000,000 principal amount
of its Series B Senior Subordinated Notes due 1999 (together with the guarantee
thereof by the Guarantors, the "Series B Notes") in exchange for an equivalent
amount of its outstanding Series A Senior Subordinated Notes due 1999 (together
with the guarantee thereof by the Guarantors, the "Series A Notes") (such
exchange, as described in the Registration Statement, the "Exchange Offer"). The
Series A Notes have been, and the Series B Notes will be, issued pursuant to an
Indenture, dated as of February 13,

 
CCA Holdings Corp.
CCA Acquisition Corp.
Cencom Cable Entertainment, Inc.
Charter Communications Entertainment, L.P.
July 8, 1997
Page 2



1997 (the "Indenture") between the Issuer and Harris Trust and Savings Bank, as
trustee (the "Trustee").

          In connection with this opinion, we have examined copies or originals
of such documents, resolutions, certificates and instruments of the Issuer 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.  With regard to
certain factual matters, we have relied, without independent investigation or
verification, upon statements and representations of the Issuer and the
Guarantors and representatives of the Issuer and the Guarantors.

          Based upon the foregoing, subject to the qualifications hereinafter
set forth, we are of the opinion that, when the Registration Statement has
become effective under the 1933 Act and the Series B Notes have been duly
authenticated by the Trustee and duly executed and authorized in accordance with
the Indenture and issued and sold in exchange for the Series A Notes as
contemplated by the Registration Statement and in accordance with the Exchange
Offer, the Series B Notes will constitute valid and legally binding obligations
of the Issuer, subject to (i) bankruptcy, insolvency, reorganization,
moratorium, liquidation, rearrangement, fraudulent transfer, fraudulent
conveyance and other similar laws (including, without limitation, court
decisions) now or hereafter in effect and affecting the rights and remedies of
creditors generally or providing for the relief of debtors, (ii) the refusal of
a particular court to grant equitable remedies, including, without limitation,
specific performance and injunctive relief, and (iii) general principles of
equity (regardless of whether such remedies are sought in a proceeding in equity
or at law).

          The opinions expressed herein are limited exclusively to the federal
laws of the United States of America, the laws of the State of New York and the

 
CCA Holdings Corp.
CCA Acquisition Corp.
Cencom Cable Entertainment, Inc.
Charter Communications Entertainment, L.P.
July 8, 1997
Page 3


General Corporation Law of the State of Delaware, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.

          We hereby consent to being named as counsel to the Issuer and the
Guarantors 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 1933 Act or the rules and regulations of the
Commission thereunder.

                         Very truly yours,

                    /s/ Paul, Hastings, Janofsky & Walker LLP