EXHIBIT 5.1
[Letterhead of Buchanan Ingersoll Professional Corporation]
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
Telephone: 412-562-8800
Fax: 412-562-1041
October 29, 1996
Hyperion Telecommunications, Inc.
5 West Third Street, P.O. Box 472
Coudersport, PA 16915
Re: Hyperion Telecommunications, Inc. Initial Public Offering of
------------------------------------------------------------
18,975,000 Shares of Class A Common Stock
-----------------------------------------
Dear Sirs:
- ----------
We have acted as counsel to Hyperion Telecommunications, Inc., a Delaware
Corporation (the "Company"), in connection with the initial public offering of
up to 18,975,000 shares of the Company's Class A Common Stock, par value $0.01
per share (the "Class A Common Stock"), including up to 2,475,000 shares of
Class A Common Stock which may be issued by the Company solely to cover over-
allotments, pursuant to the terms of a U.S. Underwriting Agreement (the "U.S.
Underwriting Agreement") proposed to be entered into by and among the Company
and Goldman, Sachs & Co., Bear, Stearns & Co. Inc., Lazard Freres & Co. LLC and
Merrill Lynch & Co., as representatives of the underwriters, and an
International Underwriting Agreement (the "International Underwriting
Agreement") proposed to be entered into by and among the Company and Goldman
Sachs International, Bear, Stearns International Limited, Lazard Capital Markets
and Merrill Lynch International, as representatives of the underwriters; the
U.S. Underwriting Agreement and the International Underwriting Agreement,
together shall be known as the "Underwriting Agreements")
In connection with the proposed public offering, we have examined the
Amended and Restated Certificate of Incorporation of the Company, the Bylaws of
the Company, as amended, the relevant corporate proceedings of the Company, the
Registration Statement on Form S-1 covering the proposed public offering (the
"Registration Statement"), the Underwriting Agreements (including the U.S.
Underwriting Agreement in the form filed as Exhibit 1.1 to the Registration
Statement), and such other documents, records, certificates of public officials,
statutes and decisions as we considered necessary to express the opinions
contained herein. In the examination of such documents, we have assumed the
genuiness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity to the original documents of all documents
submitted to us as certified or photostatic copies.
Pittsburgh [ ] Harrisburg [ ] Philadelphia [ ] Miami [ ] Tampa
Lexington [ ] Princeton [ ] Buffalo
October 29, 1996
Page -2-
We understand that the shares of Class A Common Stock are to offered and
sold in the manner described in the Prospectus which is a part of the
Registration Statement.
Based on the foregoing and assuming the due execution and delivery of the
Underwriting Agreements, we are of the opinion that when the Registration
Statement shall have been declared effective by order of the Securities and
Exchange Commission, and when the shares of Class A Common Stock have been duly
executed, issued and delivered pursuant to the terms of the Underwriting
Agreements, the shares of Class A Common Stock will be validly issued, fully-
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Prospectus under the
heading "Legal Matters."
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ Carl E. Rothenberger, Jr.