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                                                                     EXHIBIT 8.1
 
                         PILLSBURY MADISON & SUTRO LLP
                             235 Montgomery Street
                 San Francisco, California 94104 (415) 983-1000
 
                                                               November 25, 1996
 
InterMedia Capital Partners IV, L.P.
InterMedia Partners IV, Capital Corp.
235 Montgomery Street
Suite 420
San Francisco, CA 94104
 
Ladies and Gentlemen:
 
     This opinion is being delivered in connection with the proposed joint and
several offer to exchange (the "Exchange Offer") by InterMedia Capital Partners
IV, L.P. ("ICP-IV") and InterMedia Partners IV, Capital Corp. ("IPCC," and
together with ICP-IV, the "Issuers") their 11-1/4 Senior Notes Due 2006 (the
"Exchange Notes") for any and all of their 11-1/4 Senior Notes Due 2006 (the
"Old Notes"). The Exchange Notes are to be issued pursuant to a Registration
Statement on Form S-4 (the "Registration Statement"), Registration No.
333-11893, filed by the Issuers with the Securities and Exchange Commission
under the Securities Act of 1933. The Exchange Notes will be issued under an
Indenture, dated as of July 30, 1996 (the "Indenture"), among ICP-IV, IPCC and
the Bank of New York, N.A. as Trustee (the "Trustee"), in substantially the form
filed as Exhibit 4.4.
 
     It is our opinion that the discussion set forth under the caption
"CERTAIN FEDERAL INCOME TAX CONSEQUENCES" in the Registration Statement
describes the material federal income tax considerations relevant to holders
exchanging Old Notes for Exchange Notes pursuant to the Exchange Offer.
 
     We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.
 
                                             



                                           /s/ PILLSBURY MADISON & SUTRO LLP