EXHIBIT 5.1 TO GCI FORM S-8

EXHIBIT 5.1



August 1, 2002



Ronald A. Duncan, President
General Communication, Inc.
2550 Denali Street, Suite 1000
Anchorage, Alaska 99503

Re: Opinion As To Legality of Shares To Be Issued Pursuant To
General Communication, Inc. Amendment No. 1 Dated June 7 2002
To the Amended and Restated 1986 Stock Option Plan; Our File
No. 0618.0742

Dear Mr. Duncan:

You have requested an opinion from this firm on behalf of General
Communication, Inc. ("Company"), in connection with options which may be granted
in 2 million shares of, and if granted the issuance of those shares of, Class A
common stock of the Company ("Shares") to be issued in conjunction with the
Company's Amendment No. 1 Dated June 7 2002 To the Amended and Restated 1986
Stock Option Plan dated March 14, 2000 ("Plan"), the allocation of which Shares
was approved by the shareholders of the Company at its annual meeting held on
June 6, 2002.

It is this firm's understanding that the facts surrounding these
proposed transactions are represented by the Company as of the date of this
letter as follows ("Facts"):

- The Plan was adopted by the board of directors of the Company
("Board") by resolution at its December 17, 1986 meeting called and
conducted in accordance with the Articles of Incorporation and
Bylaws of the Company, which articles and bylaws have been
subsequently amended, restated and otherwise revised from time to
time in accordance with Alaska corporate law to their form as of the
date of this letter ("Articles" and "Bylaws", respectively), and the
Plan, in its form at that time was approved by the Company's then
sole shareholder, Western Tele-Communications, Inc., by



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resolution at the Company's shareholder meeting held on December 17,
1986.

- The Articles provide that the Company has the power to issue and
sell any stock and further expressly provides for the issuance of
Class A common stock.

- The Plan initially provided for the granting of options to eligible
employees to purchase up to 600,000 shares of Class A common stock
of the Company. Subsequently, the shareholders of the Company at
their September 15, 1988, November 12, 1991, June 20, 1995, November
25, 1997, June 10, 1999, June 8, 2000, and June 6, 2002 annual
meetings authorized amendments to the Plan by approving allocations
to the Plan of an additional 250,000 shares, 1,500,000 shares,
850,000 shares, 2,500,000 shares, 1,500,000, 1,500,000 shares and
2,000,000 shares of Class A common stock of the Company,
respectively. As of the date of this letter, there were shares
available for issuance by the Company under the Plan and pursuant to
the Articles. At the November 12, 1991 meeting, the shareholders
also approved an extension of the period during which an option may
be exercised under the Plan from five years to ten years as measured
from the date of granting of the option; at the June 20, 1995
meeting, the shareholders further approved the removal of any
provision of the Plan for termination of granting of options under
it after December 20, 1996 or otherwise for its mandatory
termination after ten years; at the June 10, 1999 meeting, the
shareholders also ratified and otherwise approved board action
(taken at a meeting held on October 30, 1998) to change provisions
of the Plan setting forth the eligibility criteria for membership on
the Option Committee, which administers the Plan, from that of
disinterested directors to "non-employee" directors as the term is
defined in the Plan; at the June 8, 2000 meeting, the shareholders
further approved amendments deleting exceptions to authority of the
Company's board of directors to amend the Plan without shareholder
approval and ratified several administrative changes to the Plan;
and at the June 6, 2002 meeting, the shareholders also approved
establishing an upper limit of 500,000 shares per year on the number
of shares that may be granted to a participant in the Plan.

- The Articles and Bylaws in effect as of the date of this letter are
materially the same as those which were in effect as of November 25,
1986 with respect to the power to grant options in and issue Class A
common stock; except that the shareholders at the November 25, 1997
meeting approved an increase in the authorized Class A common stock
of the Company from 50 million to 100 million shares thus providing
sufficient shares for the allocation of the shares to the Plan
approved at that meeting.


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- The Company was incorporated as an Alaska corporation and received a
Certificate of Incorporation dated July 16, 1979 from the Alaska
Department of Commerce and Economic Development.

- The Company is in good standing with respect to the reporting and
corporation tax requirements of the Alaska Corporations Code to
which it is subject, and the Company is otherwise validly existing
as an Alaska corporation pursuant to the laws of the State of Alaska
with all requisite powers to own property and to conduct its
business in the manner contemplated by the Articles, Bylaws, and the
Alaska Corporations Code.

Copies of the current Articles (as restated through the Restated
Articles of Incorporation filed of record December 18, 2000), current revised
Bylaws (dated January 28, 2000), and the Company's current Restated Certificate
of Incorporation (dated December 18, 2000), the above referenced resolutions,
the Amendment No. 1 dated June 7, 2002 to the Plan and the Plan, have been
delivered to this firm. We have reviewed these documents. The Articles provide
that the Company is organized for the purposes of transacting any and all lawful
business for which corporations may be incorporated under the Alaska
Corporations Code.

Based upon the foregoing Facts, should the options in the Shares be
granted, those options be exercised, and the Shares be issued as of the date of
this letter, we are of the opinion as follows. Assuming due compliance with
applicable federal and state securities laws, (i) the Shares will, when issued
through the respective options granted and exercised under the Plan, represent
newly created and legally issued, fully paid, and non-assessable shares of Class
A common stock in the Company, and (ii) each holder of a Share will be entitled
to the benefits of a shareholder pro rata based upon ownership of outstanding
shares of Class A common stock of the Company.

This letter must not be quoted or referred to in the Company's
financial statements or provided to persons other than the officers and
directors of the Company without prior consultation with us or our prior written
consent. We are aware of the Company's intent to, and consent to, use of this
letter as an exhibit in a Form S-8 registration with the Securities and Exchange
Commission under the Securities Act of 1933, as amended and pertaining to the
Shares to be allocated to the Plan.

Sincerely,

WOHLFORTH, VASSAR,
JOHNSON & BRECHT

/s/
Julius J. Brecht
JJB/dky

Enclosures



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