









                            EXHIBIT 5-1



                           June 21, 1996

ACC Corp.
400 West Avenue
Rochester, New York  14611

          Re:  Registration  on  Form  S-8  of  250,000 Shares of ACC Corp.
Class A Common Stock for Sale Under the Securities Act of 1933

Gentlemen:

     We  have  acted  as counsel to ACC Corp. (the "Company"),  a  Delaware
corporation, in connection with the registration for public sale of a total
of 250,000 shares of its  Class  A Common Stock, par value $.015 per share,
as more fully described in the Registration  Statement  on  Form  S-8 being
filed  by  the Company with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended.

     In our  opinion, the 250,000 shares of Class A Common Stock covered by
the aforesaid  Registration  Statement  have been duly authorized and, when
issued  in  accordance  with  the  terms  of  the   Company's  Non-Employee
Directors' Stock Option Plan and the options granted  thereunder,  will  be
legally and validly issued, fully paid and non-assessable.

     We  hereby  consent to the filing of this opinion as an exhibit to the
Registration Statement and to any references to this opinion therein.

                                   Very truly yours,



                                   UNDERBERG & KESSLER, LLP


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