EXHIBIT 8.1.1

EXHIBIT 8.1.2



September 13, 1996




Prime Venture I Holdings, L.P. William Blair Venture Partners III
Prime Venture II, L.P. Limited Partnership
Prime Cable Growth Partners, L.P. c/o Samuel B. Guren
Alaska Cable, Inc. Baird Capital Partners
c/o Prime Cable 227 West Monroe Street
3000 One American Center Suite 2100
600 Congress Avenue Chicago, Illinois 60606
Austin, Texas 78701
Attn: William P. Glasgow

Centennial Fund II, L.P. Austin Ventures, L.P.
Centennial Fund III, L.P. 1300 Norwood Tower
Centennial Business Development 114 West 7th Street
Fund, Ltd. Austin, Texas 78701
c/o Centennial Funds Attn: Jeffery C. Garvey
1999 Broadway, Suite 3100
Denver, Colorado 80202
Attn: Jackson Tankersley, Jr.

Re: Merger of Alaska Cable, Inc. with and into GCI Cable, Inc., a
wholly-owned subsidiary of General Communication, Inc.

Gentlemen:

You have requested our opinion with respect to certain federal income
tax consequences of the merger of Alaska Cable, Inc. ("ACI") with and into GCI
Cable, Inc. ("GCI Cable"), a wholly-owned subsidiary of General Communication,
Inc. ("GCI"), in exchange for shares of GCI class A common stock, as hereinafter
described. Our opinion is based on (i) the Securities Purchase and Sale
Agreement (the "Purchase Agreement") entered into as of May 2, 1996, by


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and between GCI and the shareholders of ACI; (1) (ii) the Agreement and Plan of
Merger (the "Plan") to be entered into by and between ACI and GCI Cable; (iii)
the Form S-4 Registration Statement to be filed with the Securities and Exchange
Commission in connection with the merger (the "Registration Statement"); and
(iv) the facts, representations, and assumptions set forth below. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Purchase Agreement or the Plan, as the case may be.

FACTS

The following facts were ascertained from our review of the Purchase
Agreement, the Plan, and the Registration Statement. In rendering our opinions
below, we have assumed all of the facts stated herein are accurate, without
independently verifying the accuracy of any such facts. Furthermore, we are
relying on the truth of the covenants, representations, and warranties of ACI,
the shareholders of ACI, GCI, and GCI Cable as set forth in the Purchase
Agreement and the Plan.

Capital Structure of ACI

ACI is a corporation duly organized and existing under the laws of the
State of Delaware with authorized capital consisting of 4,621 shares, classified
as (i) 4,600 shares of class A common stock, par value $.10 per share ("ACI
Class A Stock), of which 4,600 shares are issued and outstanding; and (ii) 21
shares of class B common stock, par value $.10 per share ("ACI Class B Stock"),
of which 21 shares are issued and outstanding. The shares of the ACI Class A and
B Stock are held by the following shareholders (collectively the "ACI
Shareholders"): (i) Prime Venture I Holdings, L.P., which holds 600 shares of
ACI Class A Stock and 5 shares of ACI Class B Stock; (ii) Prime Venture II,
L.P., which holds 1,000 shares of ACI Class A Stock and 5 shares of ACI Class B
Stock; (iii) Prime Cable Growth Partners, L.P., which holds 11 shares of ACI
Class B Stock; (iv) Austin Ventures, L.P., which holds 800 shares of ACI Class A
Stock; (v) William Blair Venture Partners III Limited Partnership, which holds
1,000 shares of ACI Class A Stock; (vi) Centennial Fund II, L.P. ("CFII"), which
holds 200 shares of ACI Class A Stock; (vii) Centennial Fund III, L.P.
("CFIII"), which holds 600 shares of ACI Class

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(1) GCI also agreed to purchase pursuant to the Purchase Agreement (i) 100
percent of the partnership interests in Prime Cable of Alaska, L.P. ("PCA") and
(ii) 100 percent of the outstanding stock of Prime Cable Fund I, Inc ("PCF")
through the merger of PCF with and into GCI Cable in exchange for GCI class A
common stock (the "PCF Merger"). We have provided under separate cover an
opinion with respect to the federal income tax consequences of the PCF Merger.
You have not requested an opinion with respect to the federal income tax
consequences of the purchase of the PCA partnership interests.



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A Stock; and (viii) Centennial Business Development Fund, Ltd. ("CBDF"), which
holds 400 shares of ACI Class A Stock.

Capital Structure of GCI Cable and GCI

GCI Cable is a corporation duly organized and existing under the laws of
the state of Alaska with authorized capital consisting of 1,000 shares,
classified as common stock, no par value, of which 100 shares are issued and
outstanding and held by GCI.

GCI is a corporation duly organized and existing under the laws of the
state of Alaska with authorized capital consisting of (i) 50,000,000 shares
voting class A common stock, no par value ("GCI Class A Stock"), of which
19,696,207 were issued and outstanding as of April 15, 1996; (ii) 10,000,000
shares of Class B common stock convertible into GCI Class A Stock, of which
4,175,434 were issued and outstanding as of April 15, 1996; and (iii) 1,000,000
shares of preferred stock, of which no shares were issued and outstanding as of
April 15, 1996.

The Merger

The Purchase Agreement and the Plan provide for the merger of ACI with
and into GCI Cable pursuant to Alaska Statutes Section 10.06.562 and Section 252
of the Delaware General Corporation Law (the "Merger"). Upon consummation of the
Merger, the separate corporate existence of ACI shall cease, and GCI Cable shall
continue as the surviving corporation. All ACI property of every kind and
description shall be vested in and devolve upon GCI Cable without further act
and deed, and GCI Cable shall assume all of the liabilities of every kind and
description of ACI.

At the Effective Time, each share of ACI Class A Stock issued and
outstanding immediately before the Effective Time shall be converted into
1,237.261739 shares of GCI Class A Stock. Neither the Purchase Agreement nor the
Plan grant the ACI Shareholders the right to receive cash in lieu of fractional
shares of GCI Class A Stock. At the Effective Time, each share of ACI Class B
Stock issued and outstanding immediately before the Effective Time shall be
exchanged for cash in the amount of $1.00 per share.

In Section 5.14 of the Purchase Agreement, GCI agrees to file with the
Securities and Exchange Commission a Registration Statement relating to the
shares of the GCI Class A Stock to be delivered to the ACI Shareholders pursuant
to the Purchase Agreement and the Plan, and to use its reasonable best efforts
to cause the Registration Statement to become effective. In Section 13 of the
Purchase Agreement, GCI and the ACI Shareholders agree to execute the
Registration Rights Agreement attached thereto as Exhibit B under which GCI
agrees to keep the


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prospectus that is a part of the original Registration Statement current for at
least two years after the Closing Date, after which the ACI Shareholders will be
entitled to certain demand and piggyback registration rights.

To secure the ACI Shareholder's indemnification for breaches of
representations, warranties and covenants, the ACI Shareholders will deposit
into escrow with a third party escrow agent 482,839 shares (the "Indemnity
Shares") of the 5,691,404 total shares of GCI Class A Stock for 180 days after
the Closing Date pursuant to Section 2.3 of the Purchase Agreement and the
Escrow Agreement attached thereto as Exhibit A (the "Escrow Agreement"). Upon
the expiration of such 180-day period, the escrow agent will disburse the
Indemnity Shares not required to satisfy any indemnity claims made by GCI to
Prime II Management, L.P. ("PIIM"), as the designated agent for the ACI
Shareholders pursuant to the Sellers' Escrow Agreement entered into as of May 2,
1996, among the ACI Shareholders, the PCA partners, the PCF shareholder, and
PIIM (the "Sellers' Escrow Agreement").

Under the Sellers' Escrow Agreement, PIIM will hold the Indemnity Shares
in escrow until one year and ten days from the Closing Date has expired, at
which time PIIM will disburse to the ACI Shareholders any of the ACI
Shareholders' Indemnity Shares not required to satisfy the indemnification
claims, if any, made by GCI under the Purchase Agreement. During the term of the
Sellers' Escrow Agreement, PIIM will disburse any dividends received with
respect to the Indemnity Shares.

With respect to the GCI Class A Stock other than the Indemnity Shares,
the ACI Shareholders entered into an additional escrow agreement as of May 2,
1996 (the "ACI Escrow Agreement"). Under the ACI Escrow Agreement, each ACI
Shareholder agreed to deposit with a third party escrow agent that number of
shares of GCI Class A Stock it received in the Merger equal to the excess of (i)
50 percent of the aggregate number of shares of GCI Class A Stock received by
such ACI Shareholder in the Merger, over (ii) the number of Indemnity Shares
deposited into escrow by such ACI Shareholder pursuant to the Escrow
Agreement.(2) CFII, CFIII and CBDF also agreed to deposit with a third party
escrow agent that number of GCI Class A Stock they received in the Merger equal
to the excess of (i) 50 percent of the aggregate number of shares of GCI Class A
Stock received by them as a group in the Merger, over (ii) the number of
Indemnity Shares deposited into escrow by them pursuant to the Escrow Agreement.
The escrow agent will disburse such shares to the depositing ACI Shareholder one
year and five days after the Closing Date (the "Distribution Date").


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(2) For purposes of the ACI Escrow Agreement, CFII, CFIII, and CBDF acted
as one shareholder and deposited the aggregate required shares with the escrow
agent.



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In Section 4 of the ACI Escrow Agreement, each ACI Shareholder
represents and warrants to the others that it has no current plan or intention
to sell or otherwise distribute (other than distributions to such ACI
Shareholder's partners; and each ACI Shareholder represents and warrants to the
others that it has no knowledge that any distributee partner has any current
plan or intention to sell or otherwise distribute) on or after the Distribution
Date any of the GCI Class A Stock received by it in the Merger.

REPRESENTATIONS AND ASSUMPTIONS

In connection with your request that we furnish this opinion, certain
representations have been made to us by ACI and the ACI Shareholders and certain
assumptions have been made by us with respect to the existence of certain facts.
These constitute material representations and assumptions relied upon by us as a
basis for our opinion, and our opinion is conditioned upon the initial and
continuing accuracy of these representations and assumptions. These
representations and assumptions are substantially the same as the
representations required by the Internal Revenue Service (the "IRS") in order to
seek a private letter ruling with respect to the applicability of Section
368(a)(1)(A) and (2)(D),(3) as set forth in Revenue Procedure 86-42, 1986-2 C.B.
722, section 7.03. (4) Specifically, it has been represented to us that:

1. As of the date of this opinion, the fair value of the GCI Class A Stock
and other consideration receivable by each ACI Shareholder will be
approximately equal to the fair of the ACI Class A and B Stock to be
surrendered in the exchange.

2. There is no present plan or intention by any of the ACI Shareholders
or, to the best of their knowledge, any of their partners to sell,
exchange or otherwise dispose (except for distributions by an ACI
Shareholder to its partners ("Distributee Partners")) of a number of
shares of GCI Class A Stock to be received in the Merger that would
reduce the ACI Shareholders', all of which are Partnerships, and the
Distributee Partners' aggregate ownership of GCI Class A Stock to a
number of shares having a value, as of the date of the Merger, of less
than 50 percent of the value of all of the formerly outstanding ACI
Class A and B Stock as of the date of the Merger. For purposes of this
representation, shares of ACI Class A and B Stock exchanged for cash
will be treated as outstanding ACI Class A or B Stock, as the case may
be, on the date of the Merger. Moreover, shares of


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(3) Unless otherwise stated, all references to Section refer to the
Internal Revenue Code of 1986, as amended.

(4) In Revenue Procedure 90-56, 1990-2 C.B. 639, the IRS stated that it
will no longer issue advance rulings on whether a transaction constitutes a
reorganization within the meaning of Section 368(a)(1)(A), but did not revoke
Revenue Procedure 86-42.



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ACI Class A or B Stock and shares of GCI Class A Stock held by ACI
Shareholders or Distributee Partners and otherwise sold, redeemed, or
disposed of prior to, or with respect to which there is a plan or
intent to so sell, redeem or dispose of subsequent to, the transaction
will be considered in making this representation.

3. GCI Cable will acquire at least 90 percent of the fair value of the net
assets and at least 70 percent of the fair value of the gross assets
held by ACI immediately prior to the Merger. For purposes of this
representation, ACI assets used to pay its reorganization expenses and
all redemptions and distributions (except for regular, normal
dividends) made by ACI immediately preceding the Merger will be
included as assets of ACI held immediately prior to the Merger.

4. The liabilities of ACI assumed by GCI Cable and the liabilities to
which the transferred assets of ACI are subject were incurred by ACI in
the ordinary course of business.

5. Neither GCI nor GCI Cable will pay the expenses of ACI or the ACI
Shareholders incurred in connection with the Merger.

6. There is no intercorporate indebtedness existing between GCI and ACI or
between GCI Cable and ACI that was issued, acquired, or will be settled
at a discount.

7. ACI is not under the jurisdiction of a court in a title 11 or similar
case within the meaning of Section 368(a)(3)(A).

8. The fair value of the assets of ACI transferred to GCI Cable will equal
or exceed the sum of the liabilities assumed by GCI Cable, plus the
amount of liabilities, if any, to which the transferred assets are
subject.

9. No stock of GCI Cable will be issued in the Merger.

10. The following representations pertain to the terms and conditions
associated with the Escrow Agreement and the Sellers' Escrow Agreement:

a. There is a valid business reason for establishing each such
escrow;

b. the Indemnity Shares will appear as issued and outstanding on
the balance sheet of GCI and such stock is legally outstanding
under applicable state law;


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c. all dividends paid on the Indemnity Shares during the 180-day
period of the Escrow Agreement will be distributed to the ACI
Shareholders upon the expiration of such period to the extent
that the Indemnity Shares are then distributed to the ACI
Shareholders;

d. all dividends paid on the Indemnity Shares during the period of
the Sellers' Escrow Agreement will be distributed currently to
the ACI Shareholders;

e. all voting rights of the Indemnity Shares are exercisable by or
on behalf of the ACI Shareholders or their authorized agent;

f. no shares of the Indemnity Shares are subject to restrictions
requiring their return to GCI because of death, failure to
continue employment, or similar restrictions;

g. all Indemnity Shares will be released from each escrow within 5
years from the effective time (except where there is a bona
fide dispute as to whom the stock should be released);

h. the return of the Indemnity Shares will not be triggered by an
event the occurrence or nonoccurrence of which is within the
control of the ACI Shareholders;

i. the return of the Indemnity Shares will not be triggered by the
payment of additional tax or reduction in tax paid as a result
of a IRS audit of the ACI Shareholders or ACI with respect to
the Merger;

j. the mechanism for the calculation of the number of shares of
the Indemnity Shares to be returned is objective and readily
ascertainable; and

k. at least 50 percent of the number of shares of GCI Class A
Stock issued initially to the ACI Shareholders in the Merger is
not subject to any of such escrow arrangements.

In addition to the above factual representations, we have assumed the
existence of the following facts for purposes of rendering our opinion:

1. Prior to the Merger, GCI will be in control of GCI Cable within the
meaning of Section 368(c).


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2. Following the transaction, GCI Cable will not issue additional shares
of its stock that would result in GCI losing control of GCI Cable
within the meaning of Section 368(c).

3. GCI has no plan or intention to reacquire any of the GCI Class A Stock
issued in the Merger except for Indemnity Shares reacquired by GCI
pursuant to the Escrow Agreement and the Sellers' Escrow Agreement.

4. GCI has no plan or intention to liquidate GCI Cable; to merge GCI Cable
with and into another corporation; to sell or otherwise dispose of the
GCI Cable stock; or to cause GCI Cable to sell or otherwise dispose of
any of the assets of ACI acquired in the Merger, except for
dispositions made in the ordinary course of business or transfers
described in Section 368(a)(2)(C).

5. Following the Merger, GCI Cable will continue the historic business of
ACI or use a significant part of ACI's historic business assets in a
business.

6. Neither ACI, GCI, nor GCI Cable is an investment company as defined in
Sections 368(a)(2)(F)(iii) and (iv).

7. Neither GCI nor GCI Cable own, nor has it owned during the past five
years, any shares of the ACI Stock.

8. The Merger will be carried out strictly in accordance with the terms of
the Purchase Agreement and the Plan.

9. The GCI Class A Stock exchanged by GCI Cable in the Merger will be
received by GCI Cable immediately prior to and in connection with the
Merger.

10. None of the ACI Shareholders will receive cash in lieu of fractional
shares of GCI in the Merger.

11. There are no other agreements, arrangements, or understandings among
any of ACI, the ACI Shareholders, GCI, and GCI Cable other than those
described or referenced in the Purchase Agreement or the Plan.

12. The Merger will constitute a statutory merger under the applicable laws
of the State of Alaska and the State of Delaware.


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13. Neither the ACI Shareholders nor the Distributee Partners will dispose
of the GCI Class A Stock received by the ACI Shareholders in the Merger
to such extent as to cause the Merger to not satisfy the continuity of
proprietary interest requirement of Treasury Regulation Section
1.368-1(b).


LEGAL AUTHORITIES

Section 368(a)(1)(A) defines a "reorganization" to include a statutory
merger. Treasury Regulation Section 1.368-2(b)(1) provides that in order to
qualify as a reorganization under Section 368(a)(1)(A) the transaction must be a
merger effected pursuant to the corporation laws of the United States or a State
or Territory or the District of Columbia.

Section 368(a)(2)(D) provides that a transaction otherwise qualifying
under Section 368(a)(1)(A) shall not be disqualified by reason of the fact that
stock of a corporation which is in control, within the meaning of Section
368(c), of the acquiring corporation is used in the transaction if (i) the
acquiring corporation acquires "substantially all of the properties" of the
acquired corporation as a result of the transaction, and (ii) no stock of the
acquiring corporation is used in the transaction.

Control is defined in Section 368(c) as the ownership of stock
possessing at least 80 percent of the total combined voting power of all classes
of stock entitled to vote and at least 80 percent of the total number of shares
of all other classes of stock of the corporation.

Treasury Regulation Section 1.368-2(b)(2) provides that the term
"substantially all" under Section 368(a)(2)(D) has the same meaning as it has in
Section 368(a)(1)(c). The IRS provided in Revenue Ruling 57-518, 1957-2 C.B. 253
that the test for substantially all under Section 368(a)(1)(C) will depend on
the facts and circumstances in each case rather than upon any particular
percentage. For advance ruling purposes, the IRS indicated in Revenue Procedure
77-37, 1977-2 C.B. 568 that the "substantially all" requirement will be
satisfied if there is a transfer of assets representing at least 90 percent of
the fair market value of the net assets and at least 70 percent of the fair
market value of the gross assets held by the acquired corporation immediately
prior to the transfer.

Treasury Regulation Section 1.368-1(b) provides that requisite to a
reorganization under Section 368(a) is a continuity of the business enterprise
under the modified corporate form. Treasury Regulation Section 1.368-1(d)(2)
provides that continuity of business enterprise requires that the acquiring
corporation either (i) continue the historic business of the acquired
corporation or (ii) use a significant portion of the acquired corporation's
historic business assets in a business.


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Treasury Regulation Section 1.368-1(b) also provides that requisite to a
reorganization under Section 368(a)(1) is a continuity of interest in the
business enterprise on the part of those persons who, directly or indirectly,
were the owners of the enterprise prior to the reorganization. In Revenue Ruling
84-30, 1984-1 C.B. 115, the IRS interpreted the phrase "directly or indirectly"
under Treasury Regulation Section 1.368-1(b). In Revenue Ruling 95-69, 1995-42
I.R.B. 4, the IRS ruled that the satisfaction of the continuity of interest
requirement was not affected by a partnership's distribution of stock received
in a reorganization to its partners in accordance with their interests in the
partnership. The distributee partners were considered an indirect owner of the
business enterprise under Treasury Regulation Section 1.368-1(b).

For advance ruling purposes, the IRS provided in Revenue Procedure
77-37, 1977-2 C.B. 568 that the continuity of interest requirement is satisfied
if there is a continuing interest through stock ownership in the acquiring
corporation (or a corporation in control thereof) on the part of the direct or
indirect former owners of the acquired corporation which is equal in value, as
of the effective date of the reorganization, to at least 50 percent of the value
of all of the formerly outstanding stock of the acquired corporation as of the
same date. Sales, redemptions, and other dispositions of stock occurring prior
or subsequent to the plan of reorganization will be considered in determining
whether there is a 50 percent continuing interest through stock ownership as of
the effective date of the reorganization. Revenue Procedure 77-37, by its terms,
does not define, as a matter of law, the lower limits of continuity of interest.
See, e.g., John A. Nelson Co. v. Helvering, 296 U.S. 374 (1935); Helvering v.
Minnesota Tea Co., 296 U.S. 378 (1935); Miller v. Commissioner, 84 F.2d 415 (6th
Cir. 1936).

The direct or indirect owners of the acquired corporation must not plan
or intend, at the time of the reorganization, to sell, exchange or otherwise
dispose of a number of shares of the stock of the acquiring corporation (or the
corporation in control thereof) received in the reorganization that would negate
the required continuity of interest in the acquiring corporation under Treasury
Regulation Section 1.368-1(b); if they do have such a plan or intent, any
post-reorganization sales of such stock will be taken into account in
determining whether the continuity of interest requirement is satisfied. See
e.g., McDonald's Restaurants of Illinois v. Commissioner, 688 F.2d 520 (7th Cir.
1982); Penrod v. Commissioner, 88 T.C. 1415 (1987)

In Revenue Procedure 84-42, 1984-1 C.B. 521, the IRS stated that in
reorganization transactions a portion of the stock issued in exchange for the
requisite stock or property may be placed in escrow by the exchanging
shareholders for possible return to the issuing corporation under specified
conditions provided that: (i) there is a valid business reason for establishing
the arrangement; (ii) the stock subject to such arrangement appears as issued
and outstanding on the balance sheet of the issuing corporation and such stock
is legally outstanding under applicable state law; (iii) all dividends paid on
such stock will be distributed currently to the exchanging


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shareholders; (iv) all voting rights of such stock are exercisable by or on
behalf of the shareholders or their authorized agent; (v) no shares of such
stock are subject to restrictions requiring their return to the issuing
corporation because of death, failure to continue employment, or similar
restrictions; (vi) all such stock is released from the arrangement within 5
years from the date of the consummation of the transaction (except where there
is a bona fide dispute as to whom the stock should be released); (vii) at least
50 percent of the number of shares of each class of stock issued initially to
the shareholders is not subject to the arrangement; (viii) the return of stock
will not be triggered by an event the occurrence or nonoccurrence of which is
within the control of the shareholders; (ix) the return of stock will not be
triggered by the payment of additional tax or reduction in tax paid as a result
of an audit by the IRS of the shareholders or the corporation; and (x) the
mechanism for the calculation of the number of shares of stock to be returned is
objective and readily ascertainable.

Section 354(a)(1) provides the general rule that no gain or loss shall
be recognized if stock or securities in a corporation a party to a
reorganization are, in pursuance of the plan of reorganization, exchanged solely
for stock or securities in such corporation or in another corporation a party to
the reorganization.

Section 368(b)(2) defines a party to a reorganization to include in the
case of a reorganization under Section 368(a)(2)(D) the acquired corporation,
the acquiring corporation, and the corporation in control of the acquiring
corporation.

Section 356(a)(1) provides that if Section 354 would apply to an
exchange but for the fact that the property received in the exchange consists
not only of property permitted by Section 354 but also other property or money,
then the gain, if any, to the recipient shall be recognized to the extent of the
sum of such money and the fair market value of such other property.

Section 358(a)(1) provides that in the case of an exchange to which
Section 354 applies, the basis of the property permitted to be received under
Section 354 without the recognition of gain or loss shall be the same as that of
the property exchanged.

Section 1223(1) provides that in determining the period for which the
taxpayer has held property received in an exchange, there shall be included the
period for which he held the property exchanged if the property has, for the
purpose of determining gain or loss from a sale or exchange, the same basis in
whole or part in his hands as the property exchanged and the property exchanged
at the time of such exchange was a capital asset as defined in Section 1221.

Section 361(a) provides the general rule that no gain or loss shall be
recognized to a corporation if such corporation is a party to a reorganization
and exchanges property, in


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pursuance of the plan of reorganization, solely for stock or securities in
another corporation a party to the reorganization.

Section 361(b) provides that if Section 361(a) would apply to an
exchange but for the fact that the property received in the exchange consists
not only of property permitted by Section 361(a) but also other property or
money, then the recipient corporation shall not recognize any gain on the
exchange if it distributes the sum of such money and the fair market value of
such other property in pursuance of the plan of reorganization.



OPINIONS

Based upon the facts, representations, and assumptions set forth above,
the authorities and ruling policies of the IRS discussed above as applied to
those facts, representations, and assumptions and conditioned upon the initial
and continuing accuracy of the representations and assumptions set forth above,
it is our opinion that:

1. The Merger will constitute a reorganization within the meaning of
Sections 368(a)(1)(A) and (2)(D), and ACI, GCI Cable, and GCI will each
be a party to the reorganization within the meaning of Section 368(b).

2. No gain or loss will be recognized by any of the ACI Shareholders upon
the receipt of shares of GCI Class A Stock in exchange for shares of
ACI Class A Stock pursuant to the Merger; an ACI Shareholder who
receives cash in exchange for its ACI Class B Stock will recognize gain
or loss equal to the difference between such cash and the basis of such
stock.

3. The tax basis of the shares of GCI Class A Stock received by each ACI
Shareholder in the Merger will be the same as the tax basis for its ACI
Class A Stock.

4. The holding period of the GCI Class A Stock received by each ACI
Shareholder in the Merger will include the holding period of the shares
of ACI Class A Stock exchanged therefor, provided the ACI Class A Stock
is held as a capital asset immediately before the Merger.

5. No gain or loss will be recognized by ACI upon the transfer of its
assets to GCI Cable pursuant to the Merger.


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In rendering our opinion, we have considered and relied upon the
authorities and ruling policies of the IRS discussed above, all of which are
subject to change prospectively and retroactively. No assurance can be given
that the federal income tax consequences of the Merger under subsequent
legislation, Treasury Regulations, administrative rulings and interpretations,
or judicial decisions will be the same as the federal income tax consequences
stated in this opinion.

We have rendered the foregoing opinion as of the date hereof, and we do
not undertake to supplement our opinion with respect to factual matters or
changes in the law which may hereafter occur.

We express no opinion as to the tax treatment of the Merger under the
provisions of any other Sections of the Code which may also be applicable
thereto or to the tax treatment of any conditions existing at the time of, or
effects resulting from, the transactions which are not specifically addressed in
the foregoing opinion.

We also express no opinion as to the federal income tax consequences to
the Distributee Partners upon a distribution by an ACI Shareholder, all of which
are Partnerships, of all or a portion of the GCI Class A Stock received by such
ACI Shareholder in the Merger. Section 731(c) provides that the distribution by
a partnership of marketable securities shall be treated in the same manner as a
cash distribution, in which case the distributee partners would recognize gain
under Section 731(a)(1) to the extent that the fair market value of the
marketable securities received exceeds their adjusted basis in the partnership.
Proposed Treasury Regulation Section 1.731-2(d)(2), however, provides that
marketable securities will not be treated in the same manner as cash to the
extent that (i) the security was acquired in a nonrecognition transaction in
exchange for property other than money or marketable securities, (ii) the
distributed security is actively traded as of the date of distribution, and
(iii) the security is distributed within five years of either the date on which
the security was acquired by the partnership or, if later, the date on which the
security became actively traded. This Proposed Treasury Regulation applies to
distributions of marketable securities made after December 31, 1995 and is
subject to change and is not binding before being adopted either as a Temporary
or Final Treasury Regulation, and technically will not be effective until the
date specified in the Temporary or Final Regulations. Accordingly, it is not
certain that the treatment provided in Proposed Treasury Regulation Section
1.731-2(d)(2) will be appropriate or available unless and until Temporary or
Final Treasury Regulations become effective. Assuming that Temporary or Final
Treasury Regulations are issued adopting Proposed Treasury Regulation
1.731-2(d)(2), a distribution by an ACI Shareholder of the GCI Class A Stock to
the Distributee Partners after the effective date of such Temporary or Final
Treasury Regulations and within five years of the Merger would not be treated as
a distribution of money under Section 731(c). Thus, the Distributee Partners
would not recognize gain upon such distribution, and the Distributee Partner's
basis in the GCI Class A Stock would equal (i) if a non-


REGISTRATION STATEMENT
II-620
September 13, 1996
Page


liquidating distribution, the ACI Shareholder's basis in the GCI Class A Stock
immediately before the distribution pursuant to Section 732(a) (e.g., a
carryover basis) or (ii) if a liquidating distribution, the Distributee
Partner's adjusted basis in its Partnership interest in the ACI Shareholder
reduced by any money received in liquidation and any basis allocated to other
property received in liquidation (e.g., a substituted basis). The Distributee
Partners would recognize gain or loss on a subsequent taxable disposition of the
GCI Class A Stock.

Our opinion expressed herein is given to you by us solely for your use
and is not to be quoted or otherwise referred to or furnished to any
governmental agency (other than to the Securities and Exchange Commission as an
exhibit to the Registration Statement or to the IRS in connection with an
examination of the Merger) or to other persons without our prior written
consent. We hereby consent to the use of our name under "Certain Federal Income
Tax Consequences" in the Registration Statement and the filing of a copy of this
opinion as an exhibit to the Registration Statement.

Sincerely,


/S/

JENKENS & GILCHRIST,
a Professional Corporation


REGISTRATION STATEMENT
II-621