<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>9
<FILENAME>a2052437zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

<PAGE>

                                                                     Exhibit 5.1


                                  June 19, 2001



Citizens Communications Company
3 High Ridge Park
Stamford, Connecticut  06905

Ladies and Gentlemen:

                  We have acted as special counsel to Citizens Communications
Company, a Delaware corporation (the "Company"), in connection with the sale by
the Company of:

                         (A) 18,400,000 6-3/4% equity units of the Company (the
             "Equity Units"). Each Equity Unit consists of (i) a stock warrant
             (each, a "Warrant" and collectively, the "Warrants") of the Company
             under which the holder is obligated to purchase from the Company on
             August 17, 2004, for an amount in cash equal to the stated amount
             per Equity Unit of $25, a number of shares of common stock, par
             value $0.25 per share, of the Company (the "Common Stock") and
             (ii) a senior note (each, a "Senior Note" and collectively, the
             "Senior Notes") maturing on August 17, 2006 and having an
             initial interest rate of 6-3/4% per annum payable quarterly in
             arrears on February 17, May 17, August 17, and November 17,
             beginning August 17, 2001, pursuant to the prospectus supplement
             dated June 13, 2001 to the prospectus dated May 9, 2001 forming
             part of the Registration Statement of the Company on Form S-3,
             File No. 333-58044, as amended by Amendment No. 1 thereto (as
             amended, the "Registration Statement"), filed with the Securities
             and Exchange Commission (the "Commission"); and

                         (B) 25,156,250 shares of Common Stock pursuant to the
             prospectus supplement dated June 13, 2001 to the prospectus dated
             May 9, 2001 forming part of the Registration Statement, filed with
             the Commission (such shares are referred to as the "New Common
             Stock").

                  This opinion letter is furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended.

                  In connection with this opinion letter, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of:
(i) the Registration Statement; (ii) the
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Citizens Communications Company
June 19, 2001
Page 2


Restated Certificate of Incorporation of the Company as in effect on the date
hereof; (iii) the By-Laws of the Company as in effect on the date hereof; (iv)
resolutions adopted by the Board of Directors of the Company authorizing, among
other things, the filing of the Registration Statement and the issuance and sale
of the Equity Units and the component securities thereof and the issuance and
sale of the Common Stock; (v) the Warrant Agreement, dated as of June 19, 2001
(the "Warrant Agreement"), between the Company and The Chase Manhattan Bank, as
warrant agent (the "Warrant Agent"); (vi) the Senior Indenture, dated as of May
23, 2001, between the Company and The Chase Manhattan Bank, as indenture
trustee, as amended and supplemented by the Second Supplemental Indenture to the
Senior Indenture, dated as of June 19, 2001 (such indenture, as so amended and
supplemented, the "Indenture"), between the Company and The Chase Manhattan
Bank, as indenture trustee, relating to the Senior Notes; (vii) the Underwriting
Agreements dated June 13, 2001 among the Company and the underwriters named
therein; and (viii) the forms of the Equity Units, the Senior Notes, the
Treasury Equity Securities (as defined in the Warrant Agreement) and
certificates for Common Stock and specimens thereof. The Warrant Agreement and
the Indenture are collectively referred to in this opinion letter as the
"Transaction Documents." We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and
such agreements, certificates of pubic officials, certificates of officers or
other representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.

                  In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Company, we have
assumed that such parties have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and the validity and binding effect thereof. As to any
facts material to the opinions expressed herein that were not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Company and others.

                  We are members of the Bar of the State of New York and the
foregoing opinions are limited to the laws of the State of New York customarily
applicable to transactions of the type contemplated by the Transaction
Documents, the Federal laws of the United States and the General Corporation Law
of the State of Delaware.

                  Based upon our examination as described above, and subject to
the assumptions and qualifications stated herein, we are of the opinion that:
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Citizens Communications Company
June 19, 2001
Page 3


                           1.       The Senior Notes were legally issued and
                                    constitute binding obligations of the
                                    Company, enforceable against the Company in
                                    accordance with their terms and are entitled
                                    to the benefits of the Indenture.

                           2.       The Warrants and the Equity Units constitute
                                    and, when substituted and exchanged for
                                    Equity Units in accordance with the terms of
                                    the Transaction Documents, the Treasury
                                    Equity Units will constitute, binding
                                    obligations of the Company, enforceable
                                    against the Company in accordance with their
                                    terms. The Warrants and the Equity Units
                                    are, and the Treasury Equity Units, when
                                    substituted and exchanged for Equity Units
                                    in accordance with the terms of the
                                    Transaction Documents will be, legally
                                    issued, fully paid and non-assessable.

                           3.       The shares of Common Stock to be issued and
                                    sold by the Company upon settlement of the
                                    Warrants have been duly and validly
                                    authorized and reserved for issuance, and
                                    such shares of Common Stock, when issued and
                                    delivered in accordance with the provisions
                                    of the Warrant Agreement, will be legally
                                    issued, fully paid and non-assessable.

                           4.       The shares of New Common Stock were duly and
                                    validly authorized, have been legally issued
                                    and are fully paid and non-assessable.

                  Our opinions in paragraphs 1 and 2 above as to enforceability
may be limited by (a) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws now or hereafter in effect relating
to or affecting creditors' rights generally, (b) an implied covenant of good
faith and fair dealing and (c) general principles of equity (regardless of
whether enforcement is considered in a proceeding at law or in equity).

                  We hereby consent to the filing of this opinion letter with
the Commission as an exhibit to a Current Report of the Company on Form 8-K. We
also consent to the reference to our firm under the caption "Legal Matters" in
the Registration Statement. In giving this consent, we do not thereby admit that
we are included in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Commission.

                                                     Very truly yours,

                                                     /s/  Winston & Strawn
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