1


                                                                     EXHIBIT 5.1


                                                     June 14, 2001



NTL Communications Corp.
110 East 59th Street
New York, NY 10022


               Re:       NTL Communications Corp.
                         Registration Statement on Form S-4

Ladies and Gentlemen:

         We have acted as special counsel to NTL Communications Corp., a
Delaware corporation (the "Company"), in connection with the public offering of
E300,000,000 aggregate principal amount of the Company's 12-3/8% Senior Notes
due 2010 (the "New Notes"). The New Notes are to be issued pursuant to an
exchange offer (the "Exchange Offer") for a like principal amount of the issued
and outstanding 12-3/8% Senior Notes due 2008 of the Company (the "Old Notes"),
under the Indenture, dated as of January 24, 2001 (the "Indenture"), between the
Company and The Chase Manhattan Bank, as Trustee (the "Trustee"). The Exchange
Offer is being conducted in accordance with the Registration Rights Agreement,
dated as of January 24, 2001 and the Registration Rights Agreement, dated as of
February 8, 2001 (collectively, the "Registration Rights Agreements"), each by
and among the Company and Morgan Stanley & Co. International Limited, J.P.
Morgan Securities Ltd., Goldman Sachs International, Bank of America
International Limited, BNP Paribas Securities Corp., CIBC World Markets plc and
The Royal Bank of Scotland plc.

   2



NTL Communications Corp.
June 14, 2001
Page 2




         This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-4, as filed by the Company with the Securities and Exchange
Commission (the "Commission") on February 2, 2001 under the Act, Amendment No. 1
to the Registration Statement on Form S-4, as filed by the Company with the
Commission on June 8, 2001 under the Act and Amendment No. 2 to the Registra-
tion Statement on Form S-4, as filed by the Company with the Commission on June
14, 2001 (collectively, the "Registration Statement"); (ii) an executed copy of
each of the Registration Rights Agreements; (iii) an executed copy of the
Indenture; (iv) the Certificate of Incorporation of the Company, as currently in
effect; (v) the Restated By-Laws of the Company, as currently in effect; (vi)
certain resolutions adopted by the Board of Directors of the Company and the
Finance Committee of the Board of Directors of the Company relating to the
Exchange Offer, the issuances of the Old Notes and the New Notes, the Indenture,
the Registration Rights Agreements and related matters; and (vii) the form of
the New Notes and specimen certificates thereof. We have also examined originals
or copies, certified or otherwise identified to our satisfaction, of such
records of the Company and such agreements, certificates of public officials,
certificates of officers or other representatives of the Company and others, and
such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed, we have assumed that the
parties thereto, other than the Company, had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
the due execution and delivery by such


   3



NTL Communications Corp.
June 14, 2001
Page 3




parties of such documents and the validity and binding effect thereof on such
parties. As to any facts material to the opinions expressed herein which we have
not independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.

         Our opinions set forth herein are limited to Delaware corporate law and
the laws of the State of New York, in each case which are normally applicable to
transactions of the type contemplated by the Exchange Offer and to the extent
that judicial or regulatory orders or decrees or consents, approvals, licenses,
authorizations, validations, filings, recordings or registrations with
governmental authorities are relevant, to those required under such laws (all of
the foregoing being referred to as "Opined on Law"). We do not express any
opinion with respect to the law of any jurisdiction other than Opined on Law or
as to the effect of any such non-Opined on Law on the opinions herein stated.

         Based upon and subject to the foregoing and the limitations, qualifica-
tions, exceptions and assumptions set forth herein, we are of the opinion that
when the New Notes have been duly executed and authenticated in accordance with
the terms of the Indenture and have been delivered upon consummation of the
Exchange Offer against receipt of Old Notes surrendered in exchange therefor in
accordance with the terms of the Exchange Offer, the New Notes will constitute
valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms, except to the extent that enforcement thereof
may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, or
other similar laws now or hereafter in effect relating to or affecting
creditors' rights generally and (ii) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in equity).

         In rendering the opinions set forth above, we have assumed that the
execution and delivery by the Company of the Indenture and the New Notes do not
and will not violate, conflict with or constitute a default under any agreement
or instrument to which the Company or its properties is subject, except for
those agreements and instruments which have been identified to us by the
Company as being


   4



NTL Communications Corp.
June 14, 2001
Page 4




material to it and which are listed in Part IV of the Company's Annual Report on
Form 10-K for the year ended December 31, 2000.

         We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.

                                    Very truly yours,





                                    /s/ Skadden, Arps, Slate, Meagher & Flom LLP