Exhibit 5.1

FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP
One New York Plaza
New York, NY 10004-1980
Tel: 212.859.8000
Fax: 212.859.4000
www.ffhsj.com


                                                               May 26, 2004

NTL Incorporated
909 Third Avenue
Suite 2863
New York, NY 10022

          Re:  REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

          We have acted as special counsel for NTL Incorporated, a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement of the Company filed on Form S-8 (the "Registration
Statement") relating to the registration for the resale of 170,234 shares
of the Company's common stock, par value $0.01 per share (the "Common
Stock"), granted to James F. Mooney, the chairman of the board of directors
of the Company, in March 2003 (the "Restricted Shares").

          With your permission, all assumptions and statements of reliance
set forth herein have been made without any independent investigation or
verification on our part except to the extent otherwise expressly stated,
and we express no opinion with respect to the subject matter or accuracy of
such assumptions or items relied upon.

          In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined original or certified, conformed or
reproduction copies of such agreements, instruments, documents and records
of the Company, such certificates of public officials, officers or other
representatives of the Company and other persons and such other documents,
and (iii) received such information from officers and representatives of
the Company as we have deemed necessary or appropriate for the purposes of
this opinion. In all such examinations, we have assumed the legal capacity
of all natural persons, the genuineness of all signatures, the authenticity
of original and certified documents and the conformity to original or
certified copies of all copies submitted to us as conformed or reproduction
copies.

          Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that
the Restricted Shares being registered pursuant to this Registration
Statement are duly authorized, and are validly issued, fully paid and
non-assessable.

          The opinion expressed herein is limited to the General
Corporation Law of the State of Delaware (the "GCLD") and applicable
provisions of the Delaware Constitution, in each case as currently in
effect, and reported judicial decisions interpreting the GCLD and the
Delaware Constitution.

          The opinion expressed herein is given as of the date hereof and
we undertake no obligation to supplement this letter if any applicable laws
change after the date hereof or if we become aware of any facts that might
change the opinion expressed herein after the date hereof for any other
reason.

          We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the Prospectus forming part of the Registration
Statement. In giving such consent, we do not hereby admit that we are in
the category of such persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.

                               Very truly yours,

                               FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

                               /s/ Fried, Frank, Harris, Shriver & Jacobson LLP