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                                                                     EXHIBIT 5.1


April 16, 1998


Dear Limited Partner:

        Enstar Income Program II-1, L.P. (the "Partnership") has become aware
that an unsolicited offer for up to approximately 1,048 of the outstanding Units
in the Partnership, at a price of $185 per Unit, was commenced by Sierra Fund 3
("Sierra").

        THIS OFFER WAS MADE WITHOUT THE CONSENT OR THE INVOLVEMENT OF THE
CORPORATE GENERAL PARTNER.

        Pursuant to rule 14e-2 under the Securities Exchange Act of 1934, we are
required to furnish you with our position with respect to the above offer. We
have considered this offer and, based on the very limited information made
available by Sierra, believe that it is inadequate, not representative of the
inherent value of the Partnership's cable systems and not in your best interest
to accept. Accordingly, the Corporate General Partner's recommendation is that
you reject the Sierra offer. We urge you not to sign either the Agreement of
Transfer and Assignment and not to tender your Units to Sierra. In evaluating
the offer, the Corporate General Partner believes that its limited partners
should consider the following information:

o   The offering price for each limited partnership Unit during the offering
    period was $250 per Unit. Cash distributions of approximately $159 per Unit
    were paid from formation through December 31, 1997. The Partnership expects
    to continue to pay quarterly distributions to Unitholders during 1998 at the
    annualized rate of five percent. In contrast, Sierra's offer is $185 per
    Unit. Limited partners should note that the Partnership's cash flow
    (operating income before depreciation and amortization) for the twelve
    months ended December 31, 1997 was approximately $47 per Unit. The Sierra
    offer represents a valuation of only approximately 2.85 times said cash flow
    (after adjustment for the excess of current assets over total liabilities as
    of December 31, 1997).

o   As of the date of this letter, the Corporate General Partner believes that
    a reasonable range of valuation per limited partnership Unit is between $350
    and $430 based on the factors noted below. The Corporate General Partner
    believes that the Sierra offer is inadequate because the price in the offer
    does not even approach the $350 low end of the range provided. The Corporate
    General Partner did not retain a third party to conduct an evaluation of the
    Partnership's assets or otherwise obtain any appraisals. Rather, the per
    Unit valuations provided were derived by attributing a range of multiples to
    the Partnership's cash flow (operating income before depreciation and
    amortization) for the twelve months ended December 31, 1997, adjusted for
    the excess of current assets over total liabilities. The Corporate General
    Partner has selected market multiples based on, among other things, its
    understanding of the multiples placed on other transactions involving
    comparable cable television properties and the securities of companies in
    that industry. The Corporate General Partner's belief as 




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    to the valuation range provided is necessarily based on economic, industry
    and financial market conditions as they exist as of the date of this letter,
    all of which are subject to change, and there can be no assurance that the
    Partnership's cable properties could actually be sold at a price within this
    range. Additionally, the valuations provided do not give effect to any
    brokerage or other transaction fees that might be incurred by the
    Partnership in any actual sale of the Partnership's system.

        For the reasons discussed above, the Corporate General Partner believes
that the Sierra offer is not in the best interest of the limited partners and
recommends that you NOT transfer, agree to transfer, or tender any Units in
response to the Sierra offer.

        If you have any questions regarding these matters or your investment,
please call our Investor Services Department at (800) 433-4287.

Sincerely,

Enstar Income Program II-1, L.P.
A Georgia Limited Partnership


cc:     Account Representative