EXHIBIT 5

                             WARSHAW BURSTEIN COHEN
                             SCHLESINGER & KUH, LLP
                                555 Fifth Avenue
                            New York, New York 10017
                            Telephone: (212) 984-7700
                            Facsimile: (212) 972-9150



   
                                                 September 8, 1998
    


C-Phone Corporation
6714 Netherlands Drive
Wilmington, North Carolina 28405


Gentlemen and Ladies:

         You have requested our opinion, as counsel for C-Phone  Corporation,  a
New York  corporation  (the  "Company"),  in  connection  with the  Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933  (the  "Act"),  filed by the  Company  with  the  Securities  and  Exchange
Commission (the "Commission").

   
         The Registration  Statement  relates to the offering by certain selling
shareholders  of up to 750,000  shares of the Company's  common stock,  $.01 par
value per share (the  "Common  Stock"),  consisting  of (i) 500,000  shares (the
"Series A Conversion Shares") of Common Stock issued or issuable upon conversion
of the  remaining  outstanding  shares  of the  Company's  Series A  Convertible
Preferred Stock (the "Series A Preferred Shares") issued to the investors in the
Company's December 1997 private placement (the "1997  Placement"),  (ii) 175,000
shares (the "One-Year  Warrant  Shares") of Common Stock issued or issuable upon
the exercise of the remaining  outstanding  warrants (the  "One-Year  Warrants")
expiring December 19, 1998 issued to the investors, and (iii) 75,000 shares (the
"Three-Year  Warrant  Shares")  of  Common  Stock  issued or  issuable  upon the
exercise of the  remaining  outstanding  warrants  (the  "Three-Year  Warrants")
expiring December 19, 2000 issued to the investors in the 1997 Placement.
    

         In the  preparation  of our opinion,  we have examined (1) the Restated
Certificate of Incorporation of the Company, as amended to date, (2) the By-Laws
of the  Company,  in effect on the date  hereof,  (3) minutes of meetings of the
Company's Board of Directors,  as made available to us by executive  officers of
the Company, (4) a certificate from an executive officer of the Company, (5) the
Registration  Statement,  (6) the Securities Purchase Agreement,  dated December
19, 1997 between the Company and each  Investor,  and (7) the One-year  Warrants
and  the  Three-Year  Warrants.  In  our  examinations,   we  have  assumed  the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals,  the conformity to the originals of all documents  submitted to us
as certified,  photostatic  or conformed  copies,  and the  authenticity  of the
originals of all such latter documents.

         Based upon such examination, we are of the opinion that:

         (1) the  Series A  Conversion  Shares,  when  issued and  delivered  in
     accordance with the terms of the Series A Preferred Shares, will be validly
     issued, fully paid and non-assessable;

         (2)  the  One-Year  Warrant  Shares,   when  issued  and  delivered  in
     accordance with the terms of the One-Year Warrants, will be validly issued,
     fully paid and non-assessable; and

         (3) the  Three-Year  Warrant  Shares,  when  issued  and  delivered  in
     accordance  with the  terms of the  Three-Year  Warrants,  will be  validly
     issued, fully paid and non-assessable

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         We hereby  consent  to the  filing of our  opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus included in the Registration  Statement. In so doing,
we do not admit that we are in the category of persons whose consent is required
under  Section  7 of the Act or the  rules  and  regulations  of the  Commission
promulgated thereunder.

         Certain  partners of our Firm  beneficially  own an aggregate of 12,105
shares of Common Stock.



                                   Sincerely yours,



                                   WARSHAW BURSTEIN COHEN
                                   SCHLESINGER & KUH, LLP


AAK/MDS

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