EXHIBIT 5
                                                                       ---------



           [CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. LETTERHEAD]


                                                September 24, 1996



Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549

      Re:   Cellular Communications of Puerto Rico, Inc.
            Registration Statements on Form S-8
            -----------------------------------

Gentlemen:

     I am Senior Vice President, General Counsel and Secretary of Cellular
Communications of Puerto Rico, Inc., a Delaware corporation (the "Company"), and
am familiar with the proceedings taken by the Company in connection with (i) the
Registration Statements on Form S-8 (the "Registration Statements") which the
Company is filing to register (a) 751,000 shares of its common stock, par value
$.01 per share (the "Common Stock"), under the Securities Act of 1933, as
amended (the "Securities Act"), issuable under certain Company Non-Qualified
Stock Option Agreements (the "Agreements") and (b) 225,000 shares of Common
Stock under the Securities Act, issuable under the Company's employee stock
option plan (the "Plan") and (ii) the Stockholder Rights Agreement, dated as of
January 24, 1992, between the Company and Continental Stock Transfer & Trust
Company, as Rights Agent (the "Rights Agreement"), which provides for one right
(the "Right") to purchase shares of the Company's Series A Junior Participating
Preferred Stock to be attached to and issued with each share of Common Stock.


                              Page 6 of 16 Pages

 
     This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Securities Act.

     In connection with this opinion, I have examined and am familiar with
originals or copies of (i) the Restated Certificate of Incorporation and By-laws
of the Company, (ii) resolutions of the Board of Directors of the Company
relating to the Agreements, the Plan and the Registration Statements, (iii)
resolutions of the stockholders of the Company with respect to the Plan, (iv)
the Registration Statements, (v) the Agreements, (vi) the Plan, (vii) the Rights
Agreement and (viii) such other documents as I have deemed necessary or
appropriate as a basis for the opinions set forth below.

     Based upon and subject to the foregoing, I am of the opinion that:

  1. The shares of Common Stock, when issued under the circumstances
contemplated by the Registration Statements, will be validly issued, fully 
paid and nonassessable.

  2. The Rights, when issued in accordance with the Rights Agreement, will be
validly issued.

  I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to each of the Registration Statements.

                     
                                       Very truly yours,



                                       /s/ Richard J. Lubasch
                                      -----------------------------------
                                       Richard J. Lubasch
                                       Senior Vice President-General 
                                       Counsel & Secretary


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