EXHIBIT 5.1 and 23.2

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                         OPINION OF REGISTRANT'S COUNSEL

March 26, 2002



Commonwealth Telephone Enterprises, Inc.
100 CTE Drive
Dallas, PA 18612

Ladies & Gentlemen:

     Commonwealth Telephone Enterprises, Inc., a Pennsylvania corporation (the
"Company"), is filing with the Securities and Exchange Commission a Registration
Statement on Form S-3 (the "Abbreviated Registration Statement") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), for the registration
of 873,000 shares of its common stock, par value $1.00 per share (the
"Securities"). The Securities are to be purchased by certain underwriters and
offered for sale to the public together with the securities registered pursuant
to a Registration Statement of Form S-3 (File No. 333-82366) of the Company that
was declared effective earlier today (the "Initial Registration Statement").

     I have examined such documents and such matters of fact and law that I have
deemed necessary for the purpose of rendering the opinion expressed herein.
Based on the foregoing, I am of the opinion that, when the price at which the
Securities to be sold has been approved by or on behalf of the Board of
Directors of the Company and when the Securities have been duly issued and
delivered against payment therefor in accordance with the terms of the
Underwriting Agreement referred to in the Prospectus which is a part of the
Initial Registration Statement, the Securities will be validly issued, fully
paid and non-assessable.

     I hereby consent to the filing of this opinion as an Exhibit to the
Abbreviated Registration Statement referred to above, and further consent to the
reference to my name under the caption "Legal Matters" in the Prospectus which
is a part of the Initial Registration Statement, without admitting that I am an
expert within the meaning of the Securities Act.

                                        Very truly yours,

                                        /s/ KENNETH E. LEE
                                        ----------------------------------------
                                        Kenneth E. Lee
                                        Vice President, General Counsel
                                        & Secretary