EXHIBIT 8.1


                        [IRELL & MANELLA LLP LETTERHEAD]



                                 April 29, 2002






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

Ladies and Gentlemen:

         We have acted as your (the "ISSUERS") counsel in connection with your
proposed offer (the "EXCHANGE OFFER") to issue your 9.625% senior notes due
2009, 10.00% senior notes due 2011 and 12.125% senior discount notes due 2012
(collectively, the "NEW NOTES"), in exchange for any and all of your outstanding
9.625% senior notes due 2009, 10.00% senior notes due 2011 and 12.125% senior
discount notes due 2012. We are delivering this opinion in accordance with the
requirements of Item 601(b)(8) of Regulation S-K under the Securities Act of
1933, as amended (the "SECURITIES ACT").

         In connection with this opinion, we have reviewed the Registration
Statement on Form S-4 filed on April 26, 2002 with the Securities and Exchange
Commission (the "REGISTRATION STATEMENT") and such other documents as we have
deemed necessary or appropriate for our opinion. In such review, we have (a)
relied upon the current and continued accuracy of the factual statements
contained therein and (b) assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
the authentic originals of all documents submitted to us as copies. We have
further assumed that all transactions 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.

         It is our opinion, based upon current law and the facts and assumptions
stated or referred to in the Registration Statement under the caption "UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS" (the "DISCUSSION"), that the
statements of law and legal conclusions contained in the Discussion are correct
in all material respects. In expressing this opinion, we mean that, if the
Internal Revenue Service (the "IRS") were to

Charter Communications Holdings, LLC
April 29, 2002
Page 2


assert a position contrary to the conclusions expressed in the Discussion, the
conclusions expressed in the Discussion, if properly presented to a court,
should prevail. Nonetheless, the IRS might take positions contrary to such
conclusions and there is a risk that such IRS positions might ultimately be
sustained by the courts. Our opinion is not binding on the IRS or the courts and
should not be construed as a guarantee of ultimate results. We have not sought
and will not seek any rulings from the IRS with respect to the matters referred
to in the Discussion.

         The opinion set forth herein is based on our interpretation of the
applicable provisions of the Internal Revenue Code of 1986, as amended (the
"CODE"), the Income Tax Regulations promulgated thereunder (the "REGULATIONS"),
and administrative and judicial interpretations of the Code and the Regulations,
all as currently in effect. Any or all of these could change, possibly with
retroactive effect, and any such change could require a conclusion or
conclusions different from those expressed in the Discussion. We do not
undertake to advise you as to any future changes in the Code, the Regulations,
or administrative or judicial interpretations of either that may affect our
opinion, unless we are specifically retained to do so.

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

         We hereby consent to being named as counsel to the Issuers in the
Registration Statement, to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the use of our name under the caption "UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS" in the Registration Statement. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
Rules and Regulations of the Securities and Exchange Commission thereunder.

                                                     Very truly yours,

                                                     /s/ Irell & Manella LLP