Fried, Frank, Harris, Shriver & Jacobson       Exhibit 5.1
                               One New York Plaza
                               New York, NY 10004





                                                                November 3, 2003

NTL Incorporated
110 East 59th Street
26th Floor
New York, NY 10022



            Re: Registration Statement on Form S-1 (No.333-109194)


Ladies and Gentlemen:

We have acted as special counsel for NTL Incorporated, a Delaware corporation
(the "Company"), in connection with the issuance of transferable rights (the
"Rights") to purchase shares of common stock, par value $0.01 per share, of the
Company (the "Shares") pursuant to the Registration Statement, as amended, of
the Company on Form S-1 (No. 333-109194) (the "Registration Statement"). Each
Right will entitle the holder thereof to purchase such number of shares upon the
exercise of Rights at the rights exercise price (the "Exercise Price") as will
be described in the prospectus related to the Registration Statement to be filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act"). In addition, each Right may entitle the holder thereof to
purchase additional Shares pursuant to the over-subscription privilege described
in the Registration Statement. The Registration Statement relates to the
registration by the Company under the Securities Act of (i) Rights to purchase
Shares and (ii) new Shares issuable upon exercise of the Rights. Pursuant to a
participating purchaser agreement, dated as of September 26, 2003, between the
Company and W.R. Huff Asset Management Co., L.L.C. and a participating purchaser
agreement, dated as of September 26, 2003, between the Company and Franklin
Mutual Advisers, LLC (together, the "Participating Purchaser Agreements"), W.R.
Huff Asset Management Co., L.L.C. and Franklin Mutual Advisers, LLC (the
"Participating Purchasers") committed to exercise all of the Rights distributed
to them. Pursuant to an underwriting agreement, dated September 26, 2003, as
amended on November 3, 2003 (the "Underwriting Agreement"), entered into by and
among the Company and Deutsche Bank Securities Inc., Goldman, Sachs & Co., and
J.P. Morgan Securities Inc. (collectively, with any additional underwriters, the
"Underwriters"), the Underwriters have committed to purchase, at the same
purchase price as the Exercise Price, all of the Shares that are not issued
pursuant to the exercise of Rights, other than the Shares the Participating
Purchasers committed to purchase upon the exercise of their Rights and other
than shares that may be issued ;pursuant to rights that are issued with respect
of shares issued pursuant to the exercise of options or warrants between the
date that the Registration Statement is declared effective and the record date
for the rights offering The Underwriters may resell such Shares pursuant to the
terms of the Underwriting Agreement.


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 and others 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. As to various questions of
fact relevant to the opinions expressed herein, we have relied upon, and assume
the accuracy of, representations and warranties contained in the Participating
Purchaser Agreements and the Underwriting Agreement and certificates and oral or
written statements and other information of or from public officials, officers
or representatives of the Company and others and assume compliance on the part
of all parties to the Participating Purchaser Agreements and the Underwriting
Agreement with their covenants and agreements contained therein.

Based upon the foregoing and subject to the limitations, qualifications and
assumptions set forth herein, we are of the opinion that:

a.  the issuance of the Rights has been duly authorized and when the Rights are
    distributed as contemplated in the prospectus forming part of the
    Registration Statement (the "Prospectus"), they will be validly issued;
    and

b.  the issuance and sale of the Shares upon exercise of the Rights have been
    duly authorized and, upon issuance, delivery and sale against payment
    therefor as described in the Prospectus, the Shares will be duly
    authorized, 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. 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.


                               Very truly yours,

                               FRIED, FRANK, HARRIS, SHRIVER & JACOBSON



                               By: /s/ Daniel J. Bursky
                                   ___________________________
                                       Daniel J. Bursky