Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

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