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                                                                 EXHIBIT 5.1












                                                 September 4, 1998



OpTel, Inc.
1111 W. Mockingbird Lane
Dallas, Texas 75247

Ladies and Gentlemen:

                  We have acted as counsel to OpTel, Inc., a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-4 (the "Registration Statement"), filed pursuant to the Securities Act of
1933, as amended (the "Securities Act"), relating to the Company's proposed
offer to exchange (the "Exchange Offer") 11 1/2 Senior Notes due 2008, Series B,
of the Company (the "New Notes") for any and all outstanding 11 1/2 Senior Notes
due 2008 (the "Old Notes"). The Old Notes were issued and sold on July 7, 1998
pursuant to an indenture (the "Indenture") between the Company and U.S. Trust
Company of Texas, N.A., as trustee, in a transaction exempt from registration
under the Securities Act in reliance upon Rule 144A and Regulation S of the
Securities Act. The New Notes will also be issued pursuant to the Indenture.

                  In that connection, we have reviewed the Indenture, the
Registration Statement and such other documents and instruments as we have
deemed appropriate. In such review, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted as originals and the
conformity to the original documents of all documents submitted to us as copies.

                  On the basis of such review, and having regard to such legal
consideration as we have deemed relevant, it is our opinion that:

                  1. The New Notes have been duly and validly authorized for
issuance by the Company and, when issued and authenticated in accordance with
the terms of the Exchange Offer and the Indenture, will be the legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms and entitled to the benefits of the Indenture,
except that we express no opinion as to the validity or enforceability of rights
of indemnity or contribution, or both, and except as such enforceability may be
limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or
similar laws affecting the rights of creditors generally and subject to general
principles of equity.


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September 4, 1998
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                  2. The statements under the caption "Certain Federal Income
Tax Considerations" in the prospectus relating to the New Notes included in the
Registration Statement, insofar as such statements constitute summaries of
federal income tax law, fairly summarize the matters referred to therein.

                  We are members of the Bar of the State of New York and do not
purport to be experts or give any opinion except as to matters involving the
laws of such state, the general corporation laws of the State of Delaware and
the federal laws of the United States.

                  We hereby consent to the use of our name under the caption
"Legal Matters" in the prospectus included in the Registration Statement and to
the use of this opinion as an exhibit to the Registration Statement.

                                        Very truly yours,
                                            



                                        /s/ Kronish Lieb Weiner & Hellman, LLP