COLE, SCHOTZ, MEISEL, FORMAN & LEONARD A Professional Corporation Counsellors at Law Court Plaza North 25 Main Street P.O. Box 800 Hackensack, New Jersey 07602-0800 (201) 489-3000 December 10, 1996 CTC Communications Corp. 360 Second Ave. Waltham MA 02154 Re: Registration Statement on Form S-8 Under the Securities Act of 1933 Gentlemen: We are counsel to CTC Communications Corp., a Massachusetts corporation (the "Company"), who has been requested that we render an opinion in connection with a Registration Statement on Form S-8, filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Registration Statement"), covering 750,000 shares (the "Shares") of common stock, par value $.01 per share ("Common Stock"), issuable upon the exercise of options ("Options") available for grant under the Company's 1996 Stock Option Plan (the "Stock Option Plan"). In that connection, we have examined the Restated Articles of Organization and the By-laws of the Company, the Registration Statement, the Stock Option Plan, corporate proceedings of the Company relating to the adoption of the Stock Option Plan, and such other instruments and documents as we have deemed relevant under the circumstances. In making the aforesaid examinations, we have assumed the genuiness of all signatures and the conformity to original documents of all copies furnished to us as original or photostatic copies. We have also assumed that the corporate records furnished to us by the Company include all corporate proceedings taken by the Company to date. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and reserved for issuance and, when issued and paid for in accordance with the terms of the Options and the Stock Option Plan, will be validly issued, fully paid and non-assessable. CTC Communications Corp. December 10, 1996 Page 2 Attorneys in the law firm of Cole, Schotz, Meisel, Forman & Leonard, P.A., beneficially own less than one (1%) percent of the outstanding shares of the Company's Common Stock. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under Item 5, Interest of Named Experts, in the Registration Statement. Very truly yours, /s/ COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A. ------------------------------------------------- COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.