EXHIBIT 5

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



                                                      December 10, 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-2 (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 1,600,000 shares of the Company's  common stock,  $.01 par
value per share (the "Common  Stock"),  consisting  of (a)  1,500,000  shares of
Common Stock (the "Equity Line  Shares")  issuable to Sovereign  Partners,  L.P.
(the "Investor") pursuant to the terms of a Private Equity Credit Agreement (the
"Equity Line  Agreement"),  dated as of September 18, 1998,  between the Company
and (b) 100,000  shares of Common Stock (the  "Warrant  Shares")  issuable  upon
exercise of the warrant (the "Warrant")  issued to Cardinal Capital  Management,
Inc. (the "Finder").

         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  Equity  Line,  and (7)  the  Warrant.  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 Equity  Line  Shares,  when  issued and  delivered  in
         accordance  with  the  terms of the  Equity  Line  Agreement,  Series A
         Preferred   Shares,   will  be   validly   issued,   fully   paid   and
         non-assessable; and

                  (2)  the  Warrant   Shares,   when  issued  and  delivered  in
         accordance with the terms of the Warrant, 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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