









                            EXHIBIT 5-1


                        September 18, 1996

ACC Corp.
400 West Avenue
Rochester, New York  14611

          Re:  Registration  on  Form  S-8  of  150,000 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 150,000 shares of its  Class  A Common Stock, par value $.015 per share,
to be offered in connection with its  United  Kingdom Share Save Scheme, 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 150,000 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  United Kingdom Share
Save Scheme 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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