OPINION
Published on April 26, 2001
April 24, 2001
Securities and Exchange Commission
Division of Corporation Finance
Filing Room #1004
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: American Communications Enterprises, Inc.
2001 Stock Plan
Ladies and Gentlemen:
I have reviewed and am familiar with the referenced plan, and the Articles
of Incorporation and bylaws of American Communications Enterprises, Inc. In my opinion,
upon sale pursuant to an effective Registration Statement on Form S-8, the securities
to be issued under the plan will be validly issued, fully paid and nonassessable.
I hereby consent to the inclusion of my opinion in such Registration Statement on
Form S-8.
Sincerely,
THOMAS P. MCNAMARA, P.A.
By:/s/ Thomas P. McNamara
Thomas P. McNamara