EXHIBIT 5.1

                     [LETTERHEAD OF KIRKLAND & ELLIS]

                              August 9, 1999

Muzak Holdings LLC and
Muzak Holdings Finance Corp.
2901 Third Avenue, Suite 400
Seattle, WA 98121

  Re: Muzak Holdings LLC and
    Muzak Holdings Finance Corp.
    Registration Statement on Form S-4
    Registration No. 333-78573

Ladies and Gentlemen:

   We are issuing this opinion letter in our capacity as special legal counsel
to Muzak Holdings LLC, a Delaware limited liability company ("Muzak Holdings"),
and Muzak Holdings Finance Corp., a Delaware corporation ("Holdings Finance"
and, together with Muzak Holdings, the "Issuers" and the "Registrants") in
connection with the proposed registration by the Issuers of up to $75,000,000
in aggregate principal amount of the Issuers' 13% Series B Senior Discount
Notes due 2010 (the "Exchange Notes"), pursuant to a Registration Statement on
Form S-4 (Registration No. 333-78573) originally filed with the Securities and
Exchange Commission (the "Commission") on May 17, 1999, under the Securities
Act of 1933, as amended (the "Act") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement"). The
Exchange Notes are to be issued pursuant to the Indenture (as supplemented, the
"Indenture"), dated as of March 18, 1999, among Muzak Holdings and Holdings
Finance, as issuers, and State Street Bank and Trust Company, as trustee. The
Exchange Notes are to be issued in exchange for and in replacement of the
Issuers' outstanding 13% Senior Discount Notes due 2010 (the "Old Notes"), of
which $75,000,000 in aggregate principal amount at maturity is outstanding.

   In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the Certificate of Incorporation and By-Laws or limited
liability company agreement, as applicable, of the Registrants, (ii) minutes
and records of the corporate or limited liability company proceedings of the
Registrants with respect to the issuance of the Exchange Notes, (iii) the
Registration Statement, and (iv) the Registration Rights Agreement, dated as of
March 18, 1999, among Muzak Holdings, Holdings Finance, CIBC Oppenheimer Corp.
and Goldman, Sachs & Co.

   For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of
all documents submitted to us as copies. We have also assumed the genuineness
of the signatures of persons signing all documents in connection with which
this opinion is rendered, the authority of such persons signing on behalf of
the parties thereto other than the Registrants and the due authorization,
execution and delivery of all documents by the parties thereto other than the
Registrants. As to any facts material to the opinions expressed herein which we
have not independently established or verified, we have relied upon statements
and representations of officers and other representatives of the Registrants
and others.



   Our opinion expressed below is subject to the qualifications that we express
no opinion as to the applicability of, compliance with, or effect of (i) any
bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies and (iv) any laws except the laws of the State of New York,
the General Corporation Law of the State of Delaware and the Delaware case law
decided thereunder, the Limited Liability Company Act of the State of Delaware
and the Delaware case law decided thereunder and the federal laws of the United
States of America.

   Based upon and subject to the assumptions, qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that when (i) the Registration Statement becomes effective, (ii) the Indenture
has been duly qualified under the Trust Indenture Act of 1939, as amended, and
(iii) the Exchange Notes has been duly executed and authenticated in accordance
with the provisions of the Indenture and duly delivered to the purchasers
thereof in exchange for the Old Notes, the Exchange Notes will be validly
issued and binding obligations of the Registrants.

   We hereby consent to the filing of this opinion with the commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.

   This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the States of New York or Delaware or the federal law of the United
States be changed by legislative action, judicial decision or otherwise.

   This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.

                                          Sincerely,

                                          Kirkland & Ellis