1
                                                                     Exhibit 8.1





                                 July 12, 2001





Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
12444 Powerscourt Drive, Suite 100
St. Louis, Missouri 63131

         Re:      Charter Communications Holdings, LLC
                  Charter Communications Holdings Capital Corporation
                  Registration Statement on Form S-4

Ladies and Gentlemen:

                  Reference is made to the registration statement on Form S-4
(the "Registration Statement") to be filed by Charter Communications Holdings,
LLC, a Delaware limited liability company, and Charter Communications Holdings
Capital Corporation, a Delaware corporation (together, the "Issuers"), with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended. The Registration Statement relates to the offer to
exchange (the "Exchange Offer") by the Issuers the 9.625% Senior Notes due 2009,
10.000% Senior Notes due 2011 and 11.750% Senior Discount Notes due 2011
(collectively, the "New Notes") for any and all outstanding 9.625% Senior Notes
due 2009, 10.000% Senior Notes due 2011 and 11.750% Senior Discount Notes due
2011 of the Issuers (collectively, the "Original Notes"). Capitalized terms used
herein that are not separately defined shall have the meanings assigned to them
in the Registration Statement.

                  We have examined the Registration Statement and such other
documents as we have deemed necessary and appropriate to render our opinion
expressed below. In our examination of such material, we have relied upon the
current and continued accuracy of the factual matters we have considered, and we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to all authentic
original documents of all copies of documents submitted to us. We assume that
all transactions relating
   2
Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
July 12, 2001
Page 2



to the exchange pursuant to the Exchange Offer will be carried out in accordance
with the terms of the governing documents without any amendments thereto or
waiver of any terms thereof, and that such documents represent the entire
agreement of the parties thereto.

                  Based upon and subject to the foregoing, and consideration of
applicable law, the discussion set forth under the caption "Material United
States Federal Income Tax Considerations" in the Registration Statement, subject
to the limitations described therein, constitutes our opinion with respect to
the material United States federal income tax consequences of the Exchange Offer
relevant to U.S. holders, and the ownership and disposition of the New Notes
relevant to the U.S. holders and, in certain circumstances, non-U.S. holders.
Our opinion is based on United States federal income tax laws, Treasury
regulations, Internal Revenue Service ("IRS") rulings, official pronouncements
and judicial decisions, all as in effect on the date hereof and all of which are
subject to change, possibly with retroactive effect, or different
interpretations, and we do not undertake to update or supplement this letter to
reflect any such changes.

                  No opinion is expressed on any matters other than those
specifically referred to herein. The opinion expressed herein is for your
benefit and for the benefit of the holders of the New Notes and may not be
relied upon for any other purpose or in any manner by any other person.

                  The opinion set forth in this letter has no binding effect on
the IRS or the courts of the United States. We have not sought and will not seek
any rulings from the IRS with respect to any matters referred to herein. No
assurance can be given that, if the matter were contested, the IRS or a court
would agree with the opinion set forth in this letter.

                  We hereby consent to being named as counsel to the Issuers in
the Registration Statement, to the references therein to our firm under the
caption "Material United States Federal Income Tax Considerations," 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 Securities Act, or the rules
and regulations of the Commission thereunder.


                                            Very truly yours,


                                /s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP