Exhibit 5.2

Souza, Cescon Avedissian, Barrieu e Flesch

A D V O G A D O S

RUA FUNCHAL, 263 11º ANDAR
Luis Antonio Semeghini de Souza Maria Cristina Cescon Avedissian Roberto Barrieu Cristiane Naomi Kaneko Flesch Marcos Rafael Flesch Joaquim José A. de Oliveira Maurício Teixeira dos Santos Alexandre Gossn Barreto Ronald Herscovici Carlos D. Albuquerque Braga Marcelo Davoli Lopes Paulo M. de Oliveira Bento Gyedre P. Carneiro de Oliveira Fabíola C.L. Cammarota de Abreu Necker C. de Camargos Filho Márcia Lencastre Henrique Bonjardim Filizzola Daniela Gomes Afonso Maria Cristina pantoja da C. Faria	Carlo de Lima Verona Camila Renault Falcão Guilherme de Figueiredo Forbes Roberto M. Amaral Lima Neto Denise da Silva Hypolito André Mestriner Stocche Hugo Barreto Sodré Leal Viviane Alves Bertogna Marcelo Cosac Gabriel Seijo Leal de Figueiredo Alexandre Aguiar de Brito Karin Yamauti Carlos Motta Paulo Calil Franco Padis Ana Luiza Vieira Franco Eduardo Herszkowicz Tiago Bonatti Peres Miriam F. Macagnan Signor Danilo Marques Dias Lombardi Juliana Alvarenga	04551 060 SÃO PAULO BRASIL       TEL (55 11) 3089-6500 FAX (55 11) 3089-6565 Praia de Botafogo, 228 Cj. 604 22250 040 Rio de Janeiro Brasil Tel (55 21) 2551-4244 Fax (55 21) 2551-5898	Daniel Lopes Monteiro Gabriela Leite de Moraes Joyce Midori Honda Amir Michel Farha Junior Luis Henrique Mori Peyser Sarah Mila Barbassa Alexandre Gustavo de Freitas Carlos Augusto Junqueira Marta Racy Kheirallah Nicole Schulze Blanck Luciana de Moura Gabbai Alexandra Morcos Mariana Yonemoto Hariki Tessa Vieira de Souza Octávio Beyrodt Bocchini Tatiana Bonatti Peres Tiago Schreiner Garcez Lopes Rodolfo Teixeira Egli João G. Greenhalgh Jungmann Vitor Rhein Schirato	Fernando E. Martins de Oliveira Caio Cossermelli Laura Hirata Garcia Alfred Habib Sioufi Filho Maria Fernanda Hueb Baroni Rafael Baptista Baleroni Juliana Vellutini Pimentel Marina da Silva Prado Leonardo Guglielmi Fabiane Pereira Ortiz Aldo Augusto Martinez Neto Roberto Luiz Corcioli Filho Renato do Carmo Souza Coelho Frederico Cursino de Moura Cassio Sabbagh Namur Carlos Eduardo Marcatto

São Paulo, August 24, 2004.

To:

TELE NORTE LESTE PARTICIPAÇÕES S.A.

Rua Humberto de Campos, 425 -8º andar, Leblon

Rio de Janeiro, RJ 22430-190

Brazil

Ladies and Gentlemen:

We have acted as special Brazilian counsel to Tele Norte Leste Participações S.A., a corporation organized and existing under the laws of Brazil (the “Issuer”) in connection with the Registration Statement on Form F–4 filed with the United States Securities and Exchange Commission (the “Registration Statement”), pursuant to which the Issuer proposes to exchange up to U.S.$300,000,000 aggregate principal amount of its Series B 8.0% Notes due 2013 (the “New Notes”) in exchange for a like principal amount of it’s Series A 8.0.% Notes due 2013 (the “Existing Notes”), pursuant to the Registration Rights Agreement, dated as of December 18, 2003 (the “Registration Rights Agreement”), by and between the Issuer and J.P. Morgan Securities Inc., as representative on behalf of the initial purchasers described therein, and the Indenture of even date therewith (as modified, amended or supplemented from time to time, the “Indenture”), by and among the Issuer, HSBC Bank USA, as Trustee and New York Paying Agent, and J.P. Morgan Trust Bank Ltd., as Principal Paying Agent (the “Exchange Offer”). All capitalized terms used herein not otherwise defined shall have the meanings assigned to such terms in the Indenture.

For the purpose of this opinion, we have examined all documents as we have considered necessary or desirable for the rendering of the opinions contained herein, including inter alia, executed copies of the following documents:

(a) the Indenture;

Souza, Cescon Avedissian, Barrieu e Flesch 2

(b) the Registration Rights Agreement;

(c) the Registration Statement;

(d) the New Notes; and

(e) the Existing Notes.

The documents listed above are referred to herein as the “Transaction Documents”.

In such examination we have assumed without any independent investigation or verification of any kind, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as certified, photostatic, electronic or facsimile copies. In addition, we have assumed (i) the due authorization, execution and delivery of the Transaction Documents by each of the parties thereto, (ii) that the performance thereof is within the capacity and powers of each of them, (iii) the validity and enforceability of the Transaction Documents under the laws by which they are expressed to be governed, and (iv) that there are no other documents, agreements or other arrangements involving any of the parties to the Transaction Documents that may in any way affect the opinions expressed herein. We have relied as to factual matters on the documents we have examined, including without limitation, the representations, warranties and covenants of the Issuer contained in the Transaction Documents.

We express no opinion as to any laws other than the laws of Brazil as in effect on the date hereof and we have assumed that there is nothing in any other law that affects our opinion. In particular, we have made no independent investigation of the laws of the State of New York, United States of America, as a basis for the opinions stated herein and we do not express or imply any opinion on such laws.

Based upon the foregoing, and subject to the assumptions and qualifications herein contained, we are of the opinion that the New Notes, when duly authorized, executed and delivered by the Issuer and authenticated pursuant to the Indenture and delivered to, and exchanged for, the Existing Notes by the holders as contemplated by the Indenture and the Registration Statement, will be legally issued and will constitute valid and binding obligations of the Issuer under the laws of Brazil, enforceable in accordance with their terms, except as enforcement may be limited by (i) bankruptcy, insolvency, moratorium, liquidation, reorganization, concordata and other laws of general application relating to or affecting the rights of creditors generally (claims for salaries, wages, social security and taxes, among others, will have preference over any claims, including secured ones), (ii) possible unavailability of specific performance, summary judgment (processo executivo) or injunctive relief; and (iii) concepts of materiality, reasonableness, good faith and fair dealing, such as contractual conditions providing that a certain act or fact shall be determined solely by one party (condição potestativa).

Souza, Cescon Avedissian, Barrieu e Flesch 3

This opinion is dated as of the date first written above and we undertake no responsibility to advise with respect to any development, modification or circumstance of any kind, including any change of law or fact, which may occur after the date of this opinion letter, even though such development, modification or circumstance may affect the legal analysis, legal conclusion or any other matter set forth in or relation to this opinion letter.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to us under the captions “Certain Tax Consequences of the Exchange Offer”, “Validity of the New Notes” and “Enforcement of Civil Liabilities Against Non-U.S. Persons” contained in the Prospectus that forms a part of the Registration Statement.

Yours faithfully,

/s/ RONALD HERSCOVICI

Souza, Cescon Avedissian, Barrieu e Flesch

A d v o g a d o s