









                            EXHIBIT 5-1



                           June 21, 1996

ACC Corp.
400 West Avenue
Rochester, NY  14611

          Re:  Registration  on  Form  S-8  of  500,000 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 500,000 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 500,000 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  Employee  Long  Term
Incentive  Plan  and  the  grants  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,

                                   /s/ Underberg & Kessler, LLP

                                   UNDERBERG & KESSLER, LLP



