Cc viii operating, llc - CC VENTURES, LLC ... CC VIII OPERATING, LLC

This opinion is furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601 b 5 of Regulation S-K promulgated under the Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

Forward-looking statements are inherently subject to risks, uncertainties and assumptions, including, without limitation, the factors described in the section entitled “Risk Factors” in this prospectus and in the documents incorporated by reference in this prospectus, including the Annual Report.

Many of the forward-looking statements contained in this prospectus may be identified by the use of forward-looking words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “initiatives,” “seek,” “would,” “could,” “continue,” “ongoing,” “upside,” “increases” and “potential,” among others.

California 95-4582801 Falcon Cablevision, a California Limited Partnership California 95-4455183 Falcon Community Cable, L.

The securities may be sold to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis.

We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement.