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                                                                     EXHIBIT 5.1


                                 May 30, 1996



Board of Directors
McLeod, Inc.
221 Third Avenue SE, Suite 500
Cedar Rapids, IA 52401


Ladies and Gentlemen:

        We are acting as counsel to McLeod, Inc., a Delaware corporation (the
"Company"), in connection with its registration statement on Form S-1, as
amended (the "Registration Statement") filed with the Securities and Exchange
Commission relating to the proposed public offering of up to 11,500,000
shares of the Company's Class A Common Stock, par value $0.01 per share (the
"Shares").  This opinion letter is furnished to you at your request to enable
you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R.
Section 229.601(b)(5), in connection with the Registration Statement.  

        For purposes of this opinion letter, we have examined copies of the
following documents:

        1.      An executed copy of the Registration Statement.

        2.      The Amended and Restated Certificate of Incorporation of the 
                Company, as certified by the Secretary of State of the State of
                Delaware on May 3, 1996 and by the Secretary of the Company on
                the date hereof as then being complete, accurate and in effect.
        
        3.      The Amended and Restated By-laws of the Company, as certified 
                by the Secretary of the Company on the date hereof as then
                being complete, accurate and in effect.

        4.      The proposed form of the Underwriting Agreement among the
                Company, Salomon Brothers Inc, Bear, Stearns & Co. Inc.
                and Morgan Stanley & Co., as representatives of the
                Underwriters thereunder, filed as Exhibit 1 to the Registration
                Statement (the "Underwriting Agreement").

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Board of Directors
McLeod, Inc.
May 30, 1996
Page 2

        5.      Resolutions of the Board of Directors of the Company adopted on
                March 28, 1996 as certified by the Secretary of the
                Company on the date hereof as then being complete, accurate and
                in effect, relating to the issuance and sale of the Shares to
                be sold by the Company and arrangements in connection
                therewith.

        In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies.  This opinion letter
is given, and all statements herein are made, in the context of the foregoing.

        This opinion letter is based as to matters of law solely on the General
Corporation Law of the State of Delaware.  We express no opinion herein as to
any other laws, statutes, regulations, or ordinances.

        Based upon, subject to and limited by the foregoing, we are of the
opinion that following (i) final action of the Board of Directors of the
Company (or a duly appointed pricing committee thereof) approving the price of
the Shares, (ii) execution and delivery by the Company of the Underwriting
Agreement, (iii) effectiveness of the Registration Statement, (iv) issuance of
the Shares pursuant to the terms of the Underwriting Agreement and (v) receipt
by the Company of the consideration for the Shares to be sold by the Company
specified in the resolutions of the Board of Directors, the Shares to be sold
by the Company will be validly issued, fully paid and nonassessable under the
General Corporation Law of the State of Delaware.

        We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter.  This opinion letter has
been prepared solely for your use in connection with the filing of the
Registration Statement on the date of this opinion letter and should not be
quoted in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.

        We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement and to the reference to this firm under the caption
"Legal 
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Board of Directors
McLeod, Inc.
May 30, 1996
Page 3

Matters" in the prospectus constituting a part of the Registration
Statement.  In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.


                                                Very truly yours,



                                                HOGAN & HARTSON L.L.P.