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                                                                     Exhibit 5.1



                              March 29, 1996



ACC Corp.
400 West Avenue
Rochester, New York 14611

Ladies and Gentlemen:

          We have acted as counsel to ACC Corp., a Delaware corporation (the
"Company"), in connection with a Registration Statement on Form S-3
(Registration No. 333-01157), as amended (the "Registration Statement"), filed
by the Company with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), relating to the
issuance and sale by the Company of up to 2,012,500 shares of Class A Common
Stock of the Company, $.015 par value per share (the "Common Stock") (including
up to 262,500 shares of Common Stock which may be sold pursuant to options to be
granted to the underwriters to cover over-allotments).

          This opinion is being delivered to you in connection with the
Registration Statement.

          In connection with the foregoing, we have examined the Registration
Statement and the Preliminary Prospectus contained in the Registration Statement
(the "Preliminary Prospectus").  We also have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, certificates and other documents and have made such investigations of
law as we have deemed necessary or appropriate as a basis for the opinions
expressed below.

          As to questions of fact material to our opinions expressed herein, we
have, when relevant facts were not independently established, relied upon
certificates of, and information received from, the Company and/or
representatives of the Company.  We have made no independent investigation of
the facts stated in such certificates or as to any information received from the
Company and/or representatives of the Company and do not opine as to the
accuracy of such factual matters.  We also have relied, without investigation,
upon certificates and other documents from, and conversations with, public
officials.

          In rendering the following opinions, we have assumed, without
investigation, the authenticity of any document or other instrument submitted to
us as an original, the conformity to the originals of any document or other
instrument submitted to us as a copy, the genuineness of all signatures on such
originals or copies, and the legal capacity of natural persons who executed
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any such document or instrument at the time of execution thereof.

          Members of our firm involved in the preparation of this opinion are
licensed to practice law in the State of New York and we do not purport to be
experts on, or to express any opinion herein concerning, the laws of any other
jurisdiction other than the laws of the State of New York, the laws of the
United States of America and the General Corporation Law of the State of
Delaware.

          Based upon and subject to the foregoing, and the other qualifications
and limitations contained herein, and after (a) the Commission shall have
entered an appropriate order declaring effective the above-referenced
Registration Statement, as amended, (b) the shares of Common Stock have, if
required, been duly qualified or registered, as the case may be, for sale under
applicable state securities laws, (c) the Board of Directors of the Company has
approved the issuance and delivery of the Common Stock in accordance with the
provisions of the Underwriting Agreement, the proposed form of which has been or
will be included as Exhibit 1.1 to the Registration Statement, as amended, and
(d) the Common Stock has been appropriately issued and delivered in accordance
with the provisions of such Underwriting Agreement, and the consideration
therefor shall have been received by the Company, we are of the opinion that the
2,012,500 shares of Common Stock to be offered pursuant to the Preliminary
Prospectus will have been duly authorized and validly issued and will be fully
paid and non-assessable.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name as it appears under the
caption "Legal Matters" in the Preliminary Prospectus.  In giving such consent,
we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.

          We further consent to the filing of this opinion as an exhibit to
applications to the securities commissioners of the various states of the United
States, to the extent so required, in connection with the registration of the
shares of Common Stock.

          This opinion is intended solely for your benefit in connection with
the transactions described above and, except as provided in the two immediately
preceding paragraphs, may not be otherwise communicated to, reproduced, filed
publicly or relied upon by, any other person or entity for any other purpose
without our express prior written consent.  This opinion is limited to
the matters stated herein, and no opinion or belief is implied or may be
inferred beyond the matters expressly stated herein.


                                            Very truly yours,
