Exhibit 5.1


                 [LETTERHEAD OF SONNENSCHEIN NATH & ROSENTHAL]



                                          July 24, 2001


Insight Midwest, L.P.
Insight Capital, Inc.
810 Seventh Avenue
New York, New York


Ladies and Gentlemen:

     We have acted as counsel to Insight Midwest, L.P. ("Insight Midwest"), a
Delaware limited partnership and Insight Capital, Inc. , a Delaware corporation
("Insight Capital," and collectively with Insight Midwest, the "Issuers"), in
connection with the preparation and filing of the Issuers' registration
statement (the "Registration Statement") on Form S-4 heretofore filed by the
Issuers with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement covers the registration of $500,000,000 principal amount of 10 1/2 %
Senior Notes due 2010 of the Issuers (the "Series B Notes") to be offered in
exchange for outstanding 10 1/2 % Senior Notes due 2010 (the "Series A Notes").
The Series B Notes will be issued under an indenture relating to the Series A
Notes and Series B Notes (the "Indenture") among the Issuers and The Bank of New
York, as trustee.

     In connection with rendering this opinion, we have examined and are
familiar with the limited partnership and corporate records of the Issuers, as
the case may be, including their respective organizational documents, as amended
to date, and minutes of meetings, or written consents executed in lieu thereof,
of their respective Board of Directors and stockholders. We have also examined
the Registration Statement, the Indenture, forms of, respectively, the Series A
Notes and the Series B Notes, such certificates of public officials,
certificates of officers of the Issuers and other records and documents as we
have deemed relevant and necessary for the purposes of the opinions herein
expressed.

     In making the aforesaid examinations, we have assumed the genuineness 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 limited
partnership and corporate records, as the case may be, furnished to us by the
Issuers include all limited partnership and corporate proceedings taken by the
Issuers to date.


     Based upon the foregoing and subject to the assumptions and qualifications
set forth herein, it is our opinion that when the Registration Statement has
become effective under the Securities Act of 1933, the Series B Notes have been
duly executed and authenticated in accordance with the Indenture, the Indenture
has been qualified under the Trust Indenture Act of 1939, as amended, the Series
A Notes have been validly tendered to the Issuers and the Series B Notes have
been delivered in exchange therefor, the Series B Notes will be validly issued
and binding obligations of the Issuers subject to the effect of (i) Federal and
State bankruptcy, insolvency, reorganization, arrangement, moratorium,
fraudulent conveyance and other laws relating to or affecting the rights of
secured or unsecured creditors generally (or affecting the rights of only
creditors of specific types of debtors) and (ii) the application of general
principles of equity (regardless of whether enforcement is considered in
proceedings at law or in equity).

     The foregoing opinion is limited to the laws of the State of New York, the
laws of the United States of America and Delaware general corporation laws and
do not purport to express any opinion on the laws of any other jurisdiction.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm and this opinion under
the heading "Legal Matters" in the prospectus comprising a part of such
Registration Statement and any amendment thereto. In giving such consent, we do
not hereby admit that we come 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.

     Except to the extent provided in the preceding paragraph, this opinion is
solely for your benefit and may not be furnished to, or relied upon by, any
other person or entity without the express prior written consent of the
undersigned.  This opinion is limited to the matters set forth herein; no
opinion may be inferred or implied beyond the matters expressly stated in this
letter.

                                    Very truly yours,

                                    SONNENSCHEIN NATH & ROSENTHAL


                                    By: /s/ Ira I. Roxland
                                        ------------------
                                           A Member of the Firm