FRIEDLOB SANDERSON RASKIN PAULSON & TOURTILLOTT, LLC
                          1400 Glenarm Place, Suite 300
                             Denver, Colorado 80202
                            telephone: 303-571-1400
                            facsimile: 303-595-3159

                                  November 10, 1997

EchoStar Communications Corporation
90 Inverness Circle East
Englewood, Colorado 80112

                EchoStar Communications Corporation
                 Registration Statement on Form S-3
                      Registration No. 333-37683
                -----------------------------------

Ladies and Gentlemen:

    In connection with the above-captioned Registration Statement (the
"Registration Statement") filed by EchoStar Communications Corporation, Inc., a
Nevada corporation (the "Company"), with the Securities and Exchange Commission
on November 10, 1997 pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations thereunder as amended through the date
hereof, we have been requested to render our opinion as to the legality of the
(i) 200,000 shares of the Company's 121/8% Series B Senior Redeemable
Exchangeable Preferred Stock, par value $.01 per share (the "Preferred Stock" or
the "Securities"); and(ii) such additional number of Securities as may be issued
as dividends thereon. Capitalized  terms used herein and not otherwise defined
herein shall have the respective  meanings ascribed thereto in the Registration
Statement.

    In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement (including all amendments thereto); (ii) the Certificate of
Designation of the Preferred Stock (the "Certificate of Designation"); (iii) the
Amended and Restated Articles of Incorporation and the By-laws of the Company,
each as amended to date; and (iv) records of certain of the Company's
proceedings relating to, among other things, the issuance and sale of the
Securities.  In addition, we have made such other examinations of law and facts
as we considered necessary in order to form a basis for the opinions hereunder
expressed.

    In our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the enforceability
of the documents against each party thereto other than the Company, the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of validly existing agreements or
other documents, the authenticity of all such latter documents and the legal
capacity of all individuals who have executed any of the documents we have
reviewed.




    In expressing the opinions set forth herein, we have relied upon
representations as to factual matters contained in certificates of officers of
the Company.

    Based upon the foregoing, and subject to the assumptions, exceptions and
qualifications set forth herein, we are of the opinion that the Preferred Stock
has been duly authorized and when the Preferred Stock is issued and delivered in
accordance with the Exchange Offer, the Preferred Stock will be legally issued,
fully paid and nonassessable.

    Although the discussion set forth under the caption "Certain Federal Income
Tax Consequences" does not purport to discuss all possible United States federal
income tax consequences of the purchase, ownership, and disposition of the
Preferred Stock, it is our opinion that such discussion constitutes, in all
material respects, a fair and accurate summary of the United States federal
income tax consequences of the purchase, ownership, and disposition of the
Preferred Stock under current law.  It is possible that contrary positions may
be taken by the Internal Revenue Service, and that a court may agree with such
contrary position.

    The foregoing opinions are limited to the federal laws of the United
States, the laws of the State of Colorado and the General Corporation Law of the
State of Nevada.  Our opinion is rendered only with respect to the laws, and the
rules, regulations and orders thereunder, which are currently in effect.  Please
be advised that no member of this firm is admitted to practice law in the State
of Nevada.

    We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus.  In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act.

                          Very truly yours,
                          FRIEDLOB SANDERSON RASKIN PAULSON & TOURTILLOTT, LLC