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.