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                                                                     EXHIBIT 5.1

                                 May 19, 1999



OpTel, Inc.
1111 West Mockingbird Lane
Dallas, Texas 75247

Ladies and Gentlemen:

                  We have acted as counsel to OpTel, Inc., a Delaware
corporation (the "Company"), in connection with the registration pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") by the
Company under the Securities Act of 1933, as amended (the "Act"), of 4,062,635
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), to be offered for sale by the Company from time to time under the
Company's Restated Incentive Stock Plan adopted on June 4, 1998 and as amended
in January, 1999 and May, 1999 (the "Plan").

                  We have examined the Company's Amended and Restated
Certificate of Incorporation and Amended and Restated By-laws and minute books
and such other documents and records as we have deemed necessary and relevant as
a basis for our opinions hereinafter set forth. For the purposes of this letter,
we have assumed the genuineness of all signatures and the conformity to original
documents of all instruments furnished to us for review or examination as
copies.

                  Based on the foregoing and having regard to such legal
considerations as we have deemed relevant, it is our opinion that:

                  1. The Company is a corporation duly organized under the laws
of the State of Delaware.

                  2. The Common Stock covered by the Registration Statement has
been validly authorized.

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OpTel, Inc.
May 19, 1999
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                  3. When (i) the Common Stock has been duly registered under
the Act, (ii) certificates for the Common Stock have been duly delivered, and
(iii) the Company has received the consideration to be received by it pursuant
to and upon exercise of the related awards issued under the Plan, the Common
Stock will be validly issued, fully paid and non-assessable by the Company, with
no personal liability attaching to ownership thereof.

                  We hereby consent to the inclusion of this opinion in the
Registration Statement and to the references to this firm contained therein.



                                      Very truly yours,


                                      /s/ KRONISH LIEB WEINER & HELLMAN LLP