To:               Lenfest Communications, Inc.

Re:               Registration Statement on Form S-4 for Senior Securities

Date:             May 1, 1998
________________________________________________________________________________


         In our capacity as special federal communications regulatory counsel to
Lenfest Communications, Inc., a Delaware corporation ("Lenfest"), we have
reviewed and advised Lenfest with respect to certain disclosure in the
Prospectus that forms a part of the above referenced Registration Statement,
including amendments thereto, under the heading "Legislation and Regulation." In
that regard, we hereby consent to the use of our name under the heading "Legal
Matters" in said Prospectus. In giving such consent, we do not thereby concede
that we are within the category of persons whose consent is required under
Section 7(a) of the Securities Act of 1933, as amended, or the rules and
regulations promulgated pursuant thereto by the Securities and Exchange
Commission.

                                            Sincerely,

                                            FLEISCHMAN AND WALSH, L.L.P.


                                            /s/    Fleischman and Walsh, L.L.P.
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