EXHIBIT 8.1.2



                               September 13, 1996




Prime Venture I Holdings, L.P.                William Blair Venture Partners III
Prime Venture II, L.P.                          Limited Partnership
Prime Cable Growth Partners, L.P.             c/o Samuel B. Guren
Alaska Cable, Inc.                            Baird Capital Partners
c/o Prime Cable                               227 West Monroe Street
3000 One American Center                      Suite 2100
600 Congress Avenue                           Chicago, Illinois  60606
Austin, Texas  78701
Attn:  William P. Glasgow

Centennial Fund II, L.P.                      Austin Ventures, L.P.
Centennial Fund III, L.P.                     1300 Norwood Tower
Centennial Business Development               114 West 7th Street
  Fund, Ltd.                                  Austin, Texas  78701
c/o Centennial Funds                          Attn:  Jeffery C. Garvey
1999 Broadway, Suite 3100
Denver, Colorado  80202
Attn:  Jackson Tankersley, Jr.

        Re:      Merger of Alaska Cable,  Inc. with and into GCI Cable,  Inc., a
                 wholly-owned subsidiary of General Communication, Inc.

Gentlemen:

        You have  requested our opinion with respect to certain  federal  income
tax  consequences of the merger of Alaska Cable,  Inc. ("ACI") with and into GCI
Cable, Inc. ("GCI Cable"), a wholly-owned  subsidiary of General  Communication,
Inc. ("GCI"), in exchange for shares of GCI class A common stock, as hereinafter
described.  Our  opinion  is  based  on (i) the  Securities  Purchase  and  Sale
Agreement  (the  "Purchase  Agreement")  entered into as of May 2, 1996,  by 


                                                         REGISTRATION STATEMENT
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September 13, 1996
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and between GCI and the  shareholders of ACI; (1) (ii) the Agreement and Plan of
Merger (the "Plan") to be entered  into by and between ACI and GCI Cable;  (iii)
the Form S-4 Registration Statement to be filed with the Securities and Exchange
Commission in connection  with the merger (the  "Registration  Statement");  and
(iv) the facts,  representations,  and assumptions set forth below.  Capitalized
terms not otherwise  defined herein shall have the meanings  ascribed to them in
the Purchase Agreement or the Plan, as the case may be.

                                      FACTS

        The  following  facts were  ascertained  from our review of the Purchase
Agreement,  the Plan, and the Registration  Statement. In rendering our opinions
below,  we have assumed all of the facts  stated  herein are  accurate,  without
independently  verifying  the  accuracy of any such facts.  Furthermore,  we are
relying on the truth of the covenants,  representations,  and warranties of ACI,
the  shareholders  of ACI,  GCI,  and GCI  Cable as set  forth  in the  Purchase
Agreement and the Plan.

Capital Structure of ACI

        ACI is a corporation  duly  organized and existing under the laws of the
State of Delaware with authorized capital consisting of 4,621 shares, classified
as (i) 4,600  shares of class A common  stock,  par value  $.10 per share  ("ACI
Class A Stock),  of which 4,600 shares are issued and  outstanding;  and (ii) 21
shares of class B common stock,  par value $.10 per share ("ACI Class B Stock"),
of which 21 shares are issued and outstanding. The shares of the ACI Class A and
B  Stock  are  held  by  the  following  shareholders   (collectively  the  "ACI
Shareholders"):  (i) Prime Venture I Holdings,  L.P.,  which holds 600 shares of
ACI  Class A Stock and 5 shares of ACI Class B Stock;  (ii)  Prime  Venture  II,
L.P.,  which holds 1,000 shares of ACI Class A Stock and 5 shares of ACI Class B
Stock;  (iii) Prime Cable Growth  Partners,  L.P.,  which holds 11 shares of ACI
Class B Stock; (iv) Austin Ventures, L.P., which holds 800 shares of ACI Class A
Stock; (v) William Blair Venture Partners III Limited  Partnership,  which holds
1,000 shares of ACI Class A Stock; (vi) Centennial Fund II, L.P. ("CFII"), which
holds  200  shares  of ACI  Class A  Stock;  (vii)  Centennial  Fund  III,  L.P.
("CFIII"),  which holds 600 shares of ACI Class 

------------------------
     (1) GCI also agreed to purchase pursuant to the Purchase  Agreement (i) 100
percent of the partnership  interests in Prime Cable of Alaska, L.P. ("PCA") and
(ii) 100  percent of the  outstanding  stock of Prime  Cable Fund I, Inc ("PCF")
through  the merger of PCF with and into GCI Cable in  exchange  for GCI class A
common  stock (the "PCF  Merger").  We have  provided  under  separate  cover an
opinion with respect to the federal income tax  consequences  of the PCF Merger.
You have not  requested  an  opinion  with  respect  to the  federal  income tax
consequences of the purchase of the PCA partnership interests.



                                                         REGISTRATION STATEMENT
                                                                         II-609
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September 13, 1996
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A Stock; and (viii) Centennial Business  Development Fund, Ltd. ("CBDF"),  which
holds 400 shares of ACI Class A Stock.

Capital Structure of GCI Cable and GCI

        GCI Cable is a corporation duly organized and existing under the laws of
the  state of  Alaska  with  authorized  capital  consisting  of  1,000  shares,
classified  as common  stock,  no par value,  of which 100 shares are issued and
outstanding and held by GCI.

        GCI is a corporation  duly  organized and existing under the laws of the
state of Alaska with  authorized  capital  consisting of (i)  50,000,000  shares
voting  class A common  stock,  no par value  ("GCI  Class A  Stock"),  of which
19,696,207  were issued and  outstanding as of April 15, 1996;  (ii)  10,000,000
shares of Class B common  stock  convertible  into GCI  Class A Stock,  of which
4,175,434 were issued and  outstanding as of April 15, 1996; and (iii) 1,000,000
shares of preferred  stock, of which no shares were issued and outstanding as of
April 15, 1996.

The Merger

        The Purchase  Agreement  and the Plan provide for the merger of ACI with
and into GCI Cable pursuant to Alaska Statutes Section 10.06.562 and Section 252
of the Delaware General Corporation Law (the "Merger"). Upon consummation of the
Merger, the separate corporate existence of ACI shall cease, and GCI Cable shall
continue  as the  surviving  corporation.  All ACI  property  of every  kind and
description  shall be vested in and devolve upon GCI Cable  without  further act
and deed,  and GCI Cable shall assume all of the  liabilities  of every kind and
description of ACI.

        At the  Effective  Time,  each  share of ACI  Class A Stock  issued  and
outstanding  immediately  before  the  Effective  Time shall be  converted  into
1,237.261739 shares of GCI Class A Stock. Neither the Purchase Agreement nor the
Plan grant the ACI  Shareholders the right to receive cash in lieu of fractional
shares of GCI Class A Stock.  At the Effective  Time,  each share of ACI Class B
Stock issued and  outstanding  immediately  before the  Effective  Time shall be
exchanged for cash in the amount of $1.00 per share.

        In Section 5.14 of the Purchase  Agreement,  GCI agrees to file with the
Securities  and Exchange  Commission a  Registration  Statement  relating to the
shares of the GCI Class A Stock to be delivered to the ACI Shareholders pursuant
to the Purchase  Agreement and the Plan, and to use its reasonable  best efforts
to cause the Registration  Statement to become  effective.  In Section 13 of the
Purchase  Agreement,   GCI  and  the  ACI  Shareholders  agree  to  execute  the
Registration  Rights  Agreement  attached  thereto as Exhibit B under  which GCI
agrees  to keep  the  


                                                         REGISTRATION STATEMENT
                                                                         II-610
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September 13, 1996
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prospectus that is a part of the original Registration  Statement current for at
least two years after the Closing Date, after which the ACI Shareholders will be
entitled to certain demand and piggyback registration rights.

        To  secure  the  ACI  Shareholder's   indemnification  for  breaches  of
representations,  warranties and covenants,  the ACI  Shareholders  will deposit
into escrow with a third  party  escrow  agent  482,839  shares (the  "Indemnity
Shares") of the  5,691,404  total shares of GCI Class A Stock for 180 days after
the  Closing  Date  pursuant to Section 2.3 of the  Purchase  Agreement  and the
Escrow Agreement  attached thereto as Exhibit A (the "Escrow  Agreement").  Upon
the  expiration  of such  180-day  period,  the escrow  agent will  disburse the
Indemnity  Shares not  required to satisfy any  indemnity  claims made by GCI to
Prime  II  Management,  L.P.  ("PIIM"),  as the  designated  agent  for  the ACI
Shareholders pursuant to the Sellers' Escrow Agreement entered into as of May 2,
1996, among the ACI  Shareholders,  the PCA partners,  the PCF shareholder,  and
PIIM (the "Sellers' Escrow Agreement").

        Under the Sellers' Escrow Agreement, PIIM will hold the Indemnity Shares
in escrow  until one year and ten days from the  Closing  Date has  expired,  at
which  time  PIIM  will  disburse  to  the  ACI  Shareholders  any  of  the  ACI
Shareholders'  Indemnity  Shares not  required  to satisfy  the  indemnification
claims, if any, made by GCI under the Purchase Agreement. During the term of the
Sellers'  Escrow  Agreement,  PIIM will  disburse any  dividends  received  with
respect to the Indemnity Shares.

         With respect to the GCI Class A Stock other than the Indemnity  Shares,
the ACI  Shareholders  entered into an additional  escrow agreement as of May 2,
1996 (the "ACI  Escrow  Agreement").  Under the ACI Escrow  Agreement,  each ACI
Shareholder  agreed to deposit  with a third party  escrow  agent that number of
shares of GCI Class A Stock it received in the Merger equal to the excess of (i)
50 percent of the  aggregate  number of shares of GCI Class A Stock  received by
such ACI  Shareholder  in the Merger,  over (ii) the number of Indemnity  Shares
deposited  into  escrow  by  such  ACI   Shareholder   pursuant  to  the  Escrow
Agreement.(2)  CFII,  CFIII and CBDF also  agreed to deposit  with a third party
escrow agent that number of GCI Class A Stock they  received in the Merger equal
to the excess of (i) 50 percent of the aggregate number of shares of GCI Class A
Stock  received  by them as a group  in the  Merger,  over  (ii) the  number  of
Indemnity Shares deposited into escrow by them pursuant to the Escrow Agreement.
The escrow agent will disburse such shares to the depositing ACI Shareholder one
year and five days after the Closing Date (the "Distribution Date").


------------------------
     (2) For purposes of the ACI Escrow  Agreement,  CFII, CFIII, and CBDF acted
as one shareholder  and deposited the aggregate  required shares with the escrow
agent.



                                                         REGISTRATION STATEMENT
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September 13, 1996
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        In  Section  4  of  the  ACI  Escrow  Agreement,  each  ACI  Shareholder
represents  and  warrants to the others that it has no current plan or intention
to  sell  or  otherwise   distribute  (other  than  distributions  to  such  ACI
Shareholder's  partners; and each ACI Shareholder represents and warrants to the
others that it has no  knowledge  that any  distributee  partner has any current
plan or intention to sell or otherwise  distribute) on or after the Distribution
Date any of the GCI Class A Stock received by it in the Merger.

                        REPRESENTATIONS AND ASSUMPTIONS

         In connection  with your request that we furnish this opinion,  certain
representations have been made to us by ACI and the ACI Shareholders and certain
assumptions have been made by us with respect to the existence of certain facts.
These constitute material representations and assumptions relied upon by us as a
basis for our  opinion,  and our  opinion is  conditioned  upon the  initial and
continuing   accuracy   of  these   representations   and   assumptions.   These
representations   and   assumptions   are   substantially   the   same   as  the
representations required by the Internal Revenue Service (the "IRS") in order to
seek a private  letter  ruling  with  respect  to the  applicability  of Section
368(a)(1)(A) and (2)(D),(3) as set forth in Revenue Procedure 86-42, 1986-2 C.B.
722, section 7.03. (4) Specifically, it has been represented to us that:

1.       As of the date of this opinion, the fair value of the GCI Class A Stock
         and other  consideration  receivable  by each ACI  Shareholder  will be
         approximately  equal to the  fair of the ACI  Class A and B Stock to be
         surrendered in the exchange.

2.       There is no present plan or  intention  by any of the ACI  Shareholders
         or,  to the best of their  knowledge,  any of their  partners  to sell,
         exchange  or  otherwise  dispose  (except for  distributions  by an ACI
         Shareholder  to its partners  ("Distributee  Partners")) of a number of
         shares of GCI Class A Stock to be  received  in the  Merger  that would
         reduce the ACI  Shareholders',  all of which are Partnerships,  and the
         Distributee  Partners'  aggregate  ownership  of GCI Class A Stock to a
         number of shares having a value, as of the date of the Merger,  of less
         than 50 percent  of the value of all of the  formerly  outstanding  ACI
         Class A and B Stock as of the date of the Merger.  For purposes of this
         representation,  shares of ACI Class A and B Stock  exchanged  for cash
         will be treated as outstanding  ACI Class A or B Stock, as the case may
         be,  on the date of the  Merger.  Moreover,  shares of 


------------------------
     (3)  Unless  otherwise  stated,  all  references  to  Section  refer to the
Internal Revenue Code of 1986, as amended.

     (4) In Revenue  Procedure  90-56,  1990-2 C.B.  639, the IRS stated that it
will no longer issue  advance  rulings on whether a  transaction  constitutes  a
reorganization  within the meaning of Section  368(a)(1)(A),  but did not revoke
Revenue Procedure 86-42.



                                                         REGISTRATION STATEMENT
                                                                         II-612
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September 13, 1996
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         ACI  Class A or B Stock and  shares  of GCI  Class A Stock  held by ACI
         Shareholders or Distributee Partners and otherwise sold,  redeemed,  or
         disposed  of prior  to,  or with  respect  to which  there is a plan or
         intent to so sell,  redeem or dispose of subsequent to, the transaction
         will be considered in making this representation.

3.       GCI Cable will acquire at least 90 percent of the fair value of the net
         assets and at least 70  percent  of the fair value of the gross  assets
         held by ACI  immediately  prior to the  Merger.  For  purposes  of this
         representation,  ACI assets used to pay its reorganization expenses and
         all  redemptions  and   distributions   (except  for  regular,   normal
         dividends)  made  by ACI  immediately  preceding  the  Merger  will  be
         included as assets of ACI held immediately prior to the Merger.

4.       The  liabilities  of ACI  assumed by GCI Cable and the  liabilities  to
         which the transferred assets of ACI are subject were incurred by ACI in
         the ordinary course of business.

5.       Neither  GCI nor GCI  Cable  will  pay the  expenses  of ACI or the ACI
         Shareholders incurred in connection with the Merger.

6.       There is no intercorporate indebtedness existing between GCI and ACI or
         between GCI Cable and ACI that was issued, acquired, or will be settled
         at a discount.

7.       ACI is not under the  jurisdiction  of a court in a title 11 or similar
         case within the meaning of Section 368(a)(3)(A).

8.       The fair value of the assets of ACI transferred to GCI Cable will equal
         or exceed the sum of the  liabilities  assumed  by GCI Cable,  plus the
         amount of  liabilities,  if any,  to which the  transferred  assets are
         subject.

9.       No stock of GCI Cable will be issued in the Merger.

10.      The  following  representations  pertain  to the terms  and  conditions
         associated with the Escrow Agreement and the Sellers' Escrow Agreement:

         a.      There is a valid  business  reason for  establishing  each such
                 escrow;

         b.      the Indemnity  Shares will appear as issued and  outstanding on
                 the balance sheet of GCI and such stock is legally  outstanding
                 under applicable state law;


                                                         REGISTRATION STATEMENT
                                                                         II-613
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September 13, 1996
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         c.      all dividends  paid on the Indemnity  Shares during the 180-day
                 period of the Escrow  Agreement  will be distributed to the ACI
                 Shareholders  upon the  expiration of such period to the extent
                 that  the  Indemnity  Shares  are then  distributed  to the ACI
                 Shareholders;

         d.      all dividends paid on the Indemnity Shares during the period of
                 the Sellers' Escrow Agreement will be distributed  currently to
                 the ACI Shareholders;

         e.      all voting rights of the Indemnity Shares are exercisable by or
                 on behalf of the ACI Shareholders or their authorized agent;

         f.      no shares of the Indemnity  Shares are subject to  restrictions
                 requiring  their  return to GCI  because  of death,  failure to
                 continue employment, or similar restrictions;

         g.      all Indemnity Shares will be released from each escrow within 5
                 years from the  effective  time  (except  where there is a bona
                 fide dispute as to whom the stock should be released);

         h.      the return of the Indemnity  Shares will not be triggered by an
                 event the  occurrence or  nonoccurrence  of which is within the
                 control of the ACI Shareholders;

         i.      the return of the Indemnity Shares will not be triggered by the
                 payment of additional  tax or reduction in tax paid as a result
                 of a IRS audit of the ACI  Shareholders  or ACI with respect to
                 the Merger;

         j.      the  mechanism for the  calculation  of the number of shares of
                 the  Indemnity  Shares to be returned is objective  and readily
                 ascertainable; and

         k.      at least 50  percent  of the  number  of  shares of GCI Class A
                 Stock issued initially to the ACI Shareholders in the Merger is
                 not subject to any of such escrow arrangements.

        In addition to the above  factual  representations,  we have assumed the
existence of the following facts for purposes of rendering our opinion:

1.       Prior to the  Merger,  GCI will be in control  of GCI Cable  within the
         meaning of Section 368(c).


                                                         REGISTRATION STATEMENT
                                                                         II-614
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September 13, 1996
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2.       Following the transaction,  GCI Cable will not issue additional  shares
         of its stock  that  would  result in GCI  losing  control  of GCI Cable
         within the meaning of Section 368(c).

3.       GCI has no plan or intention to reacquire  any of the GCI Class A Stock
         issued in the Merger  except for  Indemnity  Shares  reacquired  by GCI
         pursuant to the Escrow Agreement and the Sellers' Escrow Agreement.

4.       GCI has no plan or intention to liquidate GCI Cable; to merge GCI Cable
         with and into another corporation;  to sell or otherwise dispose of the
         GCI Cable stock; or to cause GCI Cable to sell or otherwise  dispose of
         any  of  the  assets  of  ACI  acquired  in  the  Merger,   except  for
         dispositions  made in the  ordinary  course of  business  or  transfers
         described in Section 368(a)(2)(C).

5.       Following the Merger,  GCI Cable will continue the historic business of
         ACI or use a significant  part of ACI's historic  business  assets in a
         business.

6.       Neither ACI, GCI, nor GCI Cable is an investment  company as defined in
         Sections 368(a)(2)(F)(iii) and (iv).

7.       Neither  GCI nor GCI Cable own,  nor has it owned  during the past five
         years, any shares of the ACI Stock.

8.       The Merger will be carried out strictly in accordance with the terms of
         the Purchase Agreement and the Plan.

9.       The GCI  Class A Stock  exchanged  by GCI Cable in the  Merger  will be
         received by GCI Cable  immediately  prior to and in connection with the
         Merger.

10.      None of the ACI  Shareholders  will receive cash in lieu of  fractional
         shares of GCI in the Merger.

11.      There are no other agreements,  arrangements,  or understandings  among
         any of ACI, the ACI  Shareholders,  GCI, and GCI Cable other than those
         described or referenced in the Purchase Agreement or the Plan.

12.      The Merger will constitute a statutory merger under the applicable laws
         of the State of Alaska and the State of Delaware.


                                                         REGISTRATION STATEMENT
                                                                         II-615
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September 13, 1996
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13.      Neither the ACI Shareholders nor the Distributee  Partners will dispose
         of the GCI Class A Stock received by the ACI Shareholders in the Merger
         to such extent as to cause the Merger to not satisfy the  continuity of
         proprietary   interest   requirement  of  Treasury  Regulation  Section
         1.368-1(b).


                                LEGAL AUTHORITIES

        Section  368(a)(1)(A)  defines a "reorganization" to include a statutory
merger.  Treasury  Regulation  Section  1.368-2(b)(1)  provides that in order to
qualify as a reorganization under Section 368(a)(1)(A) the transaction must be a
merger effected pursuant to the corporation laws of the United States or a State
or Territory or the District of Columbia.

        Section  368(a)(2)(D)  provides that a transaction  otherwise qualifying
under Section  368(a)(1)(A) shall not be disqualified by reason of the fact that
stock of a  corporation  which is in  control,  within  the  meaning  of Section
368(c),  of the  acquiring  corporation  is used in the  transaction  if (i) the
acquiring  corporation  acquires  "substantially  all of the  properties" of the
acquired  corporation as a result of the  transaction,  and (ii) no stock of the
acquiring corporation is used in the transaction.

        Control  is  defined  in  Section  368(c)  as  the  ownership  of  stock
possessing at least 80 percent of the total combined voting power of all classes
of stock  entitled to vote and at least 80 percent of the total number of shares
of all other classes of stock of the corporation.

        Treasury  Regulation  Section  1.368-2(b)(2)   provides  that  the  term
"substantially all" under Section 368(a)(2)(D) has the same meaning as it has in
Section 368(a)(1)(c). The IRS provided in Revenue Ruling 57-518, 1957-2 C.B. 253
that the test for  substantially  all under Section  368(a)(1)(C) will depend on
the  facts  and  circumstances  in each case  rather  than  upon any  particular
percentage.  For advance ruling purposes, the IRS indicated in Revenue Procedure
77-37,  1977-2  C.B.  568  that  the  "substantially  all"  requirement  will be
satisfied if there is a transfer of assets  representing  at least 90 percent of
the fair  market  value of the net  assets  and at least 70  percent of the fair
market value of the gross assets held by the  acquired  corporation  immediately
prior to the transfer.

        Treasury  Regulation  Section  1.368-1(b)  provides that  requisite to a
reorganization  under Section 368(a) is a continuity of the business  enterprise
under the modified corporate form.  Treasury  Regulation  Section  1.368-1(d)(2)
provides  that  continuity  of business  enterprise  requires that the acquiring
corporation   either  (i)  continue  the  historic   business  of  the  acquired
corporation  or (ii) use a  significant  portion of the  acquired  corporation's
historic business assets in a business.


                                                         REGISTRATION STATEMENT
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        Treasury Regulation Section 1.368-1(b) also provides that requisite to a
reorganization  under  Section  368(a)(1)  is a  continuity  of  interest in the
business  enterprise on the part of those persons who,  directly or  indirectly,
were the owners of the enterprise prior to the reorganization. In Revenue Ruling
84-30,  1984-1 C.B. 115, the IRS interpreted the phrase "directly or indirectly"
under Treasury Regulation Section 1.368-1(b).  In Revenue Ruling 95-69,  1995-42
I.R.B.  4, the IRS ruled that the  satisfaction  of the  continuity  of interest
requirement was not affected by a  partnership's  distribution of stock received
in a  reorganization  to its partners in accordance  with their interests in the
partnership.  The distributee  partners were considered an indirect owner of the
business enterprise under Treasury Regulation Section 1.368-1(b).

        For advance  ruling  purposes,  the IRS  provided  in Revenue  Procedure
77-37, 1977-2 C.B. 568 that the continuity of interest  requirement is satisfied
if there is a continuing  interest  through  stock  ownership  in the  acquiring
corporation  (or a corporation in control  thereof) on the part of the direct or
indirect former owners of the acquired  corporation  which is equal in value, as
of the effective date of the reorganization, to at least 50 percent of the value
of all of the formerly  outstanding stock of the acquired  corporation as of the
same date. Sales,  redemptions,  and other dispositions of stock occurring prior
or subsequent to the plan of  reorganization  will be considered in  determining
whether there is a 50 percent continuing  interest through stock ownership as of
the effective date of the reorganization. Revenue Procedure 77-37, by its terms,
does not define, as a matter of law, the lower limits of continuity of interest.
See, e.g.,  John A. Nelson Co. v. Helvering,  296 U.S. 374 (1935);  Helvering v.
Minnesota Tea Co., 296 U.S. 378 (1935); Miller v. Commissioner, 84 F.2d 415 (6th
Cir. 1936).

        The direct or indirect owners of the acquired  corporation must not plan
or intend,  at the time of the  reorganization,  to sell,  exchange or otherwise
dispose of a number of shares of the stock of the acquiring  corporation (or the
corporation in control thereof) received in the reorganization that would negate
the required continuity of interest in the acquiring  corporation under Treasury
Regulation  Section  1.368-1(b);  if  they do have  such a plan or  intent,  any
post-reorganization   sales  of  such  stock  will  be  taken  into  account  in
determining  whether the continuity of interest  requirement  is satisfied.  See
e.g., McDonald's Restaurants of Illinois v. Commissioner, 688 F.2d 520 (7th Cir.
1982); Penrod v. Commissioner, 88 T.C. 1415 (1987)

        In Revenue  Procedure  84-42,  1984-1 C.B.  521,  the IRS stated that in
reorganization  transactions  a portion of the stock  issued in exchange for the
requisite  stock  or  property  may  be  placed  in  escrow  by  the  exchanging
shareholders  for possible  return to the issuing  corporation  under  specified
conditions  provided that: (i) there is a valid business reason for establishing
the arrangement;  (ii) the stock subject to such  arrangement  appears as issued
and  outstanding on the balance sheet of the issuing  corporation and such stock
is legally  outstanding  under applicable state law; (iii) all dividends paid on
such stock will be distributed  currently to the exchanging  


                                                         REGISTRATION STATEMENT
                                                                         II-617
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September 13, 1996
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shareholders;  (iv) all  voting  rights of such stock are  exercisable  by or on
behalf of the  shareholders  or their  authorized  agent;  (v) no shares of such
stock  are  subject  to  restrictions  requiring  their  return  to the  issuing
corporation  because  of death,  failure  to  continue  employment,  or  similar
restrictions;  (vi) all such stock is  released  from the  arrangement  within 5
years from the date of the  consummation of the transaction  (except where there
is a bona fide dispute as to whom the stock should be released);  (vii) at least
50 percent of the number of shares of each class of stock  issued  initially  to
the shareholders is not subject to the  arrangement;  (viii) the return of stock
will not be triggered by an event the  occurrence or  nonoccurrence  of which is
within  the  control of the  shareholders;  (ix) the return of stock will not be
triggered by the payment of additional  tax or reduction in tax paid as a result
of an  audit  by the IRS of the  shareholders  or the  corporation;  and (x) the
mechanism for the calculation of the number of shares of stock to be returned is
objective and readily ascertainable.

        Section  354(a)(1)  provides the general rule that no gain or loss shall
be   recognized   if  stock  or  securities  in  a  corporation  a  party  to  a
reorganization are, in pursuance of the plan of reorganization, exchanged solely
for stock or securities in such corporation or in another corporation a party to
the reorganization.

        Section  368(b)(2) defines a party to a reorganization to include in the
case of a reorganization  under Section  368(a)(2)(D) the acquired  corporation,
the  acquiring  corporation,  and the  corporation  in control of the  acquiring
corporation.

        Section  356(a)(1)  provides  that if  Section  354  would  apply  to an
exchange  but for the fact that the property  received in the exchange  consists
not only of property  permitted by Section 354 but also other property or money,
then the gain, if any, to the recipient shall be recognized to the extent of the
sum of such money and the fair market value of such other property.

        Section  358(a)(1)  provides  that in the case of an  exchange  to which
Section 354 applies,  the basis of the property  permitted to be received  under
Section 354 without the recognition of gain or loss shall be the same as that of
the property exchanged.

        Section  1223(1)  provides that in determining  the period for which the
taxpayer has held property received in an exchange,  there shall be included the
period for which he held the property  exchanged  if the  property  has, for the
purpose of determining  gain or loss from a sale or exchange,  the same basis in
whole or part in his hands as the property  exchanged and the property exchanged
at the time of such exchange was a capital asset as defined in Section 1221.

        Section  361(a)  provides the general rule that no gain or loss shall be
recognized to a corporation if such  corporation is a party to a  reorganization
and exchanges property,  in 


                                                         REGISTRATION STATEMENT
                                                                         II-618
<PAGE>
September 13, 1996
Page 


pursuance  of the plan of  reorganization,  solely  for stock or  securities  in
another corporation a party to the reorganization.

        Section  361(b)  provides  that if  Section  361(a)  would  apply  to an
exchange  but for the fact that the property  received in the exchange  consists
not only of  property  permitted  by Section  361(a) but also other  property or
money,  then the  recipient  corporation  shall  not  recognize  any gain on the
exchange if it  distributes  the sum of such money and the fair market  value of
such other property in pursuance of the plan of reorganization.



                                    OPINIONS

        Based upon the facts, representations,  and assumptions set forth above,
the  authorities  and ruling  policies of the IRS discussed  above as applied to
those facts,  representations,  and assumptions and conditioned upon the initial
and continuing  accuracy of the representations and assumptions set forth above,
it is our opinion that:

1.       The Merger  will  constitute  a  reorganization  within the  meaning of
         Sections 368(a)(1)(A) and (2)(D), and ACI, GCI Cable, and GCI will each
         be a party to the reorganization within the meaning of Section 368(b).

2.       No gain or loss will be recognized by any of the ACI Shareholders  upon
         the  receipt of shares of GCI Class A Stock in  exchange  for shares of
         ACI  Class A Stock  pursuant  to the  Merger;  an ACI  Shareholder  who
         receives cash in exchange for its ACI Class B Stock will recognize gain
         or loss equal to the difference between such cash and the basis of such
         stock.

3.       The tax basis of the shares of GCI Class A Stock  received  by each ACI
         Shareholder in the Merger will be the same as the tax basis for its ACI
         Class A Stock.

4.       The  holding  period  of the GCI  Class A Stock  received  by each  ACI
         Shareholder in the Merger will include the holding period of the shares
         of ACI Class A Stock exchanged therefor, provided the ACI Class A Stock
         is held as a capital asset immediately before the Merger.

5.       No gain or loss  will be  recognized  by ACI upon the  transfer  of its
         assets to GCI Cable pursuant to the Merger.


                                                         REGISTRATION STATEMENT
                                                                         II-619
<PAGE>
September 13, 1996
Page 


        In  rendering  our  opinion,  we have  considered  and  relied  upon the
authorities  and ruling  policies of the IRS discussed  above,  all of which are
subject to change  prospectively  and  retroactively.  No assurance can be given
that  the  federal  income  tax  consequences  of the  Merger  under  subsequent
legislation,  Treasury Regulations,  administrative rulings and interpretations,
or judicial  decisions will be the same as the federal  income tax  consequences
stated in this opinion.

        We have rendered the foregoing opinion as of the date hereof,  and we do
not  undertake to  supplement  our opinion  with  respect to factual  matters or
changes in the law which may hereafter occur.

        We express no opinion as to the tax  treatment  of the Merger  under the
provisions  of any  other  Sections  of the Code  which  may also be  applicable
thereto or to the tax  treatment of any  conditions  existing at the time of, or
effects resulting from, the transactions which are not specifically addressed in
the foregoing opinion.

        We also express no opinion as to the federal income tax  consequences to
the Distributee Partners upon a distribution by an ACI Shareholder, all of which
are Partnerships,  of all or a portion of the GCI Class A Stock received by such
ACI Shareholder in the Merger.  Section 731(c) provides that the distribution by
a partnership of marketable  securities shall be treated in the same manner as a
cash distribution,  in which case the distributee  partners would recognize gain
under  Section  731(a)(1)  to the  extent  that  the  fair  market  value of the
marketable  securities received exceeds their adjusted basis in the partnership.
Proposed  Treasury  Regulation  Section  1.731-2(d)(2),  however,  provides that
marketable  securities  will not be  treated  in the same  manner as cash to the
extent that (i) the  security was acquired in a  nonrecognition  transaction  in
exchange  for  property  other than  money or  marketable  securities,  (ii) the
distributed  security is  actively  traded as of the date of  distribution,  and
(iii) the security is distributed  within five years of either the date on which
the security was acquired by the partnership or, if later, the date on which the
security became actively traded.  This Proposed Treasury  Regulation  applies to
distributions  of  marketable  securities  made after  December  31, 1995 and is
subject to change and is not binding  before being adopted either as a Temporary
or Final Treasury  Regulation,  and technically  will not be effective until the
date  specified in the Temporary or Final  Regulations.  Accordingly,  it is not
certain that the  treatment  provided in Proposed  Treasury  Regulation  Section
1.731-2(d)(2)  will be  appropriate or available  unless and until  Temporary or
Final Treasury  Regulations  become effective.  Assuming that Temporary or Final
Treasury   Regulations  are  issued  adopting   Proposed   Treasury   Regulation
1.731-2(d)(2),  a distribution by an ACI Shareholder of the GCI Class A Stock to
the  Distributee  Partners  after the effective  date of such Temporary or Final
Treasury Regulations and within five years of the Merger would not be treated as
a distribution  of money under Section 731(c).  Thus, the  Distributee  Partners
would not recognize gain upon such distribution,  and the Distributee  Partner's
basis  in  the  GCI  Class  A  Stock  would  equal  (i)  if  a   non-


                                                         REGISTRATION STATEMENT
                                                                         II-620
<PAGE>
September 13, 1996
Page 


liquidating  distribution,  the ACI Shareholder's basis in the GCI Class A Stock
immediately  before  the  distribution  pursuant  to  Section  732(a)  (e.g.,  a
carryover  basis)  or  (ii)  if  a  liquidating  distribution,  the  Distributee
Partner's  adjusted  basis in its  Partnership  interest in the ACI  Shareholder
reduced by any money  received in liquidation  and any basis  allocated to other
property received in liquidation  (e.g., a substituted  basis).  The Distributee
Partners would recognize gain or loss on a subsequent taxable disposition of the
GCI Class A Stock.

        Our opinion  expressed  herein is given to you by us solely for your use
and  is  not  to be  quoted  or  otherwise  referred  to  or  furnished  to  any
governmental  agency (other than to the Securities and Exchange Commission as an
exhibit  to the  Registration  Statement  or to the  IRS in  connection  with an
examination  of the  Merger)  or to other  persons  without  our  prior  written
consent.  We hereby consent to the use of our name under "Certain Federal Income
Tax Consequences" in the Registration Statement and the filing of a copy of this
opinion as an exhibit to the Registration Statement.

                                                    Sincerely,


                                                         /S/

                                                    JENKENS & GILCHRIST,
                                                    a Professional Corporation


                                                         REGISTRATION STATEMENT
                                                                         II-621