Exhibit 8.1



March 28, 2002




D&E Communications, Inc.                           Conestoga Enterprises, Inc.
124 East Main Street                               202 East First Street
P.O. Box 458                                       Birdsboro, PA  19508
Ephrata, PA 17522

Re:   REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen:

We have acted as counsel to D&E Communications, Inc., a Pennsylvania corporation
("Parent"), in connection with the acquisition (the "Acquisition") of Conestoga
Enterprises, Inc., a Pennsylvania corporation ("Company"), pursuant to the
Amended and Restated Agreement and Plan of Merger dated as of January 9, 2002
(the "Agreement") among Parent, D&E Acquisition Corp., a Pennsylvania
corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and Company.
At your request, we have examined the form of Registration Statement on Form S-4
filed with the U.S. Securities and Exchange Commission on January 9, 2002 (the
"Registration Statement"), in connection with the registration of the shares of
Parent's common stock to be issued to the shareholders of the Company upon
consummation of the Acquisition.

In rendering this opinion, we have reviewed (without any independent
investigation) the Agreement, the Registration Statement, and such other
documents as we have deemed necessary or appropriate. We have assumed that the
Acquisition will be consummated in accordance with the Agreement. In addition,
we have relied upon the truth and accuracy at all relevant times of the facts,
statements, covenants, representations, and warranties contained in the
Agreement and the Registration Statement. We also have assumed the authenticity
of original documents submitted to us, the conformity to the originals of
documents submitted to us as copies, and the due and valid execution and
delivery of all such documents where due execution and delivery are a
prerequisite to the effectiveness thereof.


D&E Communications, Inc.
Conestoga Enterprises, Inc.

March 28, 2002

Page 2


Our opinion represents our best judgment regarding the application of United
States federal income tax laws under the Internal Revenue Code of 1986, as
amended, existing judicial decisions, administrative regulations, and published
rulings and procedures. Our opinion is not binding upon the Internal Revenue
Service or the courts, and there is no assurance that the Internal Revenue
Service will not successfully assert a contrary position. In addition, our
opinion is subject to the qualifications, conditions, and assumptions in the
discussion set forth under the caption "Material Federal Income Tax
Consequences," in the Registration Statement.

No assurance can be given that future legislative, judicial, or administrative
changes, on either a prospective or retroactive basis, would not adversely
affect the accuracy of the conclusions stated herein. In addition, we undertake
no responsibility to advise you of any new developments in the application or
interpretation of the applicable federal income tax laws or the effect of any
such developments on this opinion letter. Furthermore, in the event any one of
the statements, representations, warranties, or assumptions upon which we have
relied to issue this opinion is incorrect, our opinion might be adversely
affected and may not be relied upon.

Based solely on and subject to the foregoing, the discussion set forth in the
Registration Statement under the caption "Material Federal Income Tax
Consequences," to the extent that it relates to matters of United States federal
income tax law, is the opinion of Morgan, Lewis & Bockius LLP.

This opinion addresses only the matters described above, and does not address
any other federal, state, local, or foreign tax consequences that may result
from the Acquisition or any transaction undertaken in connection with the
Acquisition.

We hereby consent to the use of this opinion as an Exhibit to the Registration
Statement and further consent to the use of our name under the caption "Material
Federal Income Tax Consequences" in the Registration Statement. 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 Securities Act, nor do we thereby
admit that we are experts with respect to any part of such Registration
Statement within the meaning of the term "experts" as used in the Securities
Act.

Very truly yours,



/s/ Morgan, Lewis & Bockius LLP