EXHIBIT 8.1.1
                        [Jenkins & Gilchrist Letterhead]




                               September 13, 1996




Prime Cable Limited Partnership
Prime Cable Fund I, Inc.
c/o Prime Cable
3000 One American Center
600 Congress Avenue
Austin, Texas  78701
Attn:  William P. Glasgow

        Re:      Merger of Prime  Cable  Fund I, 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 Prime Cable Fund I, Inc. ("PCF") 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
and between GCI and the sole shareholder of PCF (1); (ii) the Agreement and Plan
of Merger  (the  "Plan") to be entered  into by and  between  PCF 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.

------------------------
     (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 Alaska Cable,  Inc ("ACI") through
the  merger  of ACI with and into GCI Cable in  exchange  for GCI class A common
stock (the "ACI Merger") . We have provided under separate cover an opinion with
respect to the federal income tax  consequences of the ACI 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-595
<PAGE>
William P. Glasgow
September 13, 1996
Page

                                      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 PCF,
GCI,  GCI  Cable,  and  the  shareholder  of PCF as set  forth  in the  Purchase
Agreement and the PCF Plan.

Capital Structure of PCF

        PCF is a corporation  duly  organized and existing under the laws of the
State of Delaware with authorized  capital  consisting of 1,000 shares of common
stock, par value $.50 per share ("PCF Stock"),  of which 1,000 shares are issued
and  outstanding  and  held  by  Prime  Cable  Limited   Partnership  (the  "PCF
Shareholder").

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 PCF 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 PCF shall cease, and GCI Cable shall
continue  as the  surviving  corporation.  All PCF  property  of every  kind and
description  shall be vested in and devolve upon GCI Cable  without  


                                                         REGISTRATION STATEMENT
                                                                         II-596
<PAGE>
William P. Glasgow
September 13, 1996
Page



further act and deed, and GCI Cable shall assume all of the liabilities of every
kind and description of PCF.

        At the Effective  Time,  each share of PCF Stock issued and  outstanding
immediately  before the Effective Time shall be converted into 2,227.071  shares
of GCI Class A Stock.  Neither the Purchase Agreement nor the Plan grant the PCF
Shareholder the right to receive cash in lieu of fractional  shares of GCI Class
A Stock.

        In Section 5.14 of the Purchase  Agreement,  GCI agrees to file with the
Securities and Exchange  Commission the Registration  Statement  relating to the
shares of the GCI Class A Stock to be delivered to the PCF Shareholder  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  PCF  Shareholder  agree  to  execute  the
Registration  Rights  Agreement  attached  thereto as Exhibit B under  which GCI
agrees  to keep  the  prospectus  that is a part  of the  original  Registration
Statement current for at least two years after the Closing Date, after which the
PCF  Shareholder  will be entitled to certain demand and piggyback  registration
rights.

        To  secure  the  PCF  Shareholder's   indemnification  for  breaches  of
representations, warranties and covenants, the PCF Shareholder will deposit into
escrow with a third party escrow agent 188,938 shares (the  "Indemnity  Shares")
of the  2,227,071  total  shares  of GCI  Class  A  Stock  received  by the  PCF
Shareholder  in the Merger  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 PCF Shareholder  pursuant to the Sellers' Escrow
Agreement  entered into as of May 2, 1996,  among the PCF  Shareholder,  the ACI
shareholders, the PCA partners, 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  PCF   Shareholder  any  of  the  PCF
Shareholder's  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.


                                                         REGISTRATION STATEMENT
                                                                         II-597
<PAGE>
William P. Glasgow
September 13, 1996
Page



                         REPRESENTATIONS AND ASSUMPTIONS


         In connection  with your request that we furnish this opinion,  certain
representations  have been made to us by PCF and the PCF Shareholder 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),  (2) as set forth in Revenue  Procedure  86-42,  1986-2
C.B. 722, section 7.03. (3) 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 the PCF  Shareholder  will be
         approximately  equal  to  the  fair  value  of  the  PCF  Stock  to  be
         surrendered in the exchange.

2.       There is no present plan or intention by either the PCF Shareholder or,
         to the best of its knowledge,  any of its partners to sell, exchange or
         otherwise  dispose (except for  distributions by the PCF 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 PCF
         Shareholder's 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  PCF Stock as of the date of the  Merger.  For  purposes of
         this  representation,  shares of PCF  Stock  and  shares of GCI Class A
         Stock  held  by  the  PCF  Shareholder  or a  Distributee  Partner  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 PCF  immediately  prior to the  Merger.  For  purposes  of this
         representation,  PCF assets used to pay its reorganization expenses and
         


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

     (3) InRevenue 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-598
<PAGE>
William P. Glasgow
September 13, 1996
Page



         all  redemptions  and   distributions   (except  for  regular,   normal
         dividends)  made  by PCF  immediately  preceding  the  Merger  will  be
         included as assets of PCF held immediately prior to the Merger.

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

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

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

7.       PCF 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 PCF 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;

         c.      all dividends  paid on the Indemnity  Shares during the 180-day
                 period of the Escrow  Agreement  will be distributed to the PCF
                 Shareholder  upon the  expiration  of such period to the extent
                 that  the  Inemnity  Shares  are  then  distributed  to the PCF
                 Shareholder;

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


                                                         REGISTRATION STATEMENT
                                                                         II-599
<PAGE>
William P. Glasgow
September 13, 1996
Page



         e.      all voting rights of the Indemnity Shares are exercisable by or
                 on behalf of the PCF Shareholder or its 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 PCF Shareholder;

         i.      the return of  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 PCF  Shareholder  or PCF 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 PCF Shareholder 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).

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 or the Sellers' Escrow Agreement.


                                                         REGISTRATION STATEMENT
                                                                         II-600
<PAGE>
William P. Glasgow
September 13, 1996
Page



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  PCF  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
         PCF or use a significant  part of PCF's historic  business  assets in a
         business.

6.       Neither PCF, 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 PCF Stock.

8.       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.

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

10.      The PCF Shareholder will not receive cash in lieu of fractional  shares
         of GCI in the Merger.

11.      There are no other agreements,  arrangements,  or understandings  among
         any of PCF,  the PCF  Shareholder,  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.

13.      Neither the PCF Shareholder  nor the Distributee  Partners will dispose
         of the GCI Class A Stock received by the PCF  Shareholder 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).


                                                         REGISTRATION STATEMENT
                                                                         II-601
<PAGE>
William P. Glasgow
September 13, 1996
Page



                                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.

        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
95-69,  1995-42 I.R.B. 4, the IRS ruled that the  satisfaction of the continuity


                                                         REGISTRATION STATEMENT
                                                                         II-602
<PAGE>
William P. Glasgow
September 13, 1996
Page



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 indirect
owners 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  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


                                                         REGISTRATION STATEMENT
                                                                         II-603
<PAGE>
William P. Glasgow
September 13, 1996
Page



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

        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.


                                                         REGISTRATION STATEMENT
                                                                         II-604
<PAGE>
William P. Glasgow
September 13, 1996
Page



                                    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 PCF, 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 the PCF  Shareholder  upon the
         receipt  of shares of GCI Class A Stock in  exchange  for shares of PCF
         Stock pursuant to the Merger.

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

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

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

        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  


                                                         REGISTRATION STATEMENT
                                                                         II-605
<PAGE>
William P. Glasgow
September 13, 1996
Page



conditions  existing at the time of, or effects resulting from, the transactions
which are not specifically addressed in the foregoing opinions.

        We also express no opinion as to the federal income tax  consequences to
the  Distributee  Partners upon a distrubtion by the PCF Shareholder of all or a
portion of the GCI Class A Stock received by the PCF  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 the PCF
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-liquidating  distribution,  the PCF Shareholder's basis
in the GCI Class A Stock immediately before the distribution pursuant to Section
732(a)  (e.g.,  a carry over basis) or (ii) if a liquidating  distribution,  the
Distributee  Partner's adjusted basis in its Partnership interest in the the PCF
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


                                                         REGISTRATION STATEMENT
                                                                         II-606
<PAGE>
William P. Glasgow
September 13, 1996
Page



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-607