Wohlforth | Johnson | Brecht

Cartledge | Brooking

A PROFESSIONAL CORPORATION

Eric A. Auten

Julius J. Brecht

Cheryl Rawls Brooking

Cynthia L. Cartledge

Michael Gatti

Robert M. Johnson

Bradley E. Meyen

Eric E. Wohlforth

ATTORNEYS AT LAW

900 WEST 5TH AVENUE, SUITE 600

ANCHORAGE, ALASKA 99501-2048

Telephone

907.276.6401

Facsimile

907.276.5093

Website

www.akatty.com

July 27, 2007

Re:

Opinion As To Legality of Shares To Be Issued Pursuant To General Communication, Inc. Amendment No. 1 Dated June 25, 2007 To the Amended and Restated 1986 Stock Option Plan; Our File No. 0618.0750

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The Plan was adopted by the board of directors of the Company ("Board") by resolution at its December 17, 1986 meeting called and conducted in accordance with the Articles of Incorporation and Bylaws of the Company, which articles and bylaws have been subsequently amended, restated and otherwise revised from time to time in accordance with Alaska corporate law to their form as of

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The Articles provide that the Company has the power to issue and sell any stock and further expressly provides for the issuance of Class A common stock.

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The Plan initially provided for the granting of options to eligible employees to purchase up to 600,000 shares of Class A common stock of the Company. Subsequently, the shareholders of the Company at their September 15, 1988, November 12, 1991, June 20, 1995, November 25, 1997, June 10, 1999, June 8, 2000, June 6, 2002, June 10, 2004, and June 25, 2007 annual meetings authorized amendments to the Plan by approving allocations to the Plan of an additional 250,000 shares, 1,500,000 shares, 850,000 shares, 2,500,000 shares, 1,500,000 shares, 1,500,000 shares, 2,000,000 shares, 2,500,000 shares and 2,500,000 shares of Class A common stock of the Company, respectively. As of the date of this letter, there were shares available for issuance by the Company under the Plan and pursuant to the Articles. At the November 12, 1991 meeting, the shareholders also approved an extension of the period during which an option may be exercised under the Plan from five years to ten years as measured from the date of granting of the option; at the June 20, 1995 meeting, the shareholders further approved the removal of any provision of the Plan for termination of granting of options under it after December 20, 1996 or otherwise for its mandatory termination after ten years; at the June 10, 1999 meeting, the shareholders also ratified and otherwise approved board action (taken at a meeting held on October 30, 1998) to change provisions of the Plan setting forth the eligibility criteria for membership on the Option Committee, which administers the Plan, from that of disinterested directors to "non-employee" directors as the term is defined in the Plan; at the June 8, 2000 meeting, the shareholders further approved amendments deleting exceptions to authority of the Company's board of directors to amend the Plan without shareholder approval and ratified several administrative changes to the Plan; at the June 6, 2002 meeting, the shareholders approved establishing an upper limit of 500,000 shares per year on the number of shares that may be granted to a participant in the Plan; and at the June 25, 2007 meeting, the shareholders also approved revising the option exercise price to allow deductibility of compensation expense recognized upon exercise of options under the Plan.

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The Articles and Bylaws in effect as of the date of this letter are materially the same as those which were in effect as of November 25, 1986 with respect to the power to grant options in and issue Class A common stock; except that the shareholders at the November 25, 1997 meeting approved an increase in the authorized Class A common stock of the Company from 50 million to 100 million shares thus providing sufficient shares for the allocation of the shares to the Plan approved at that meeting.

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The Company was incorporated as an Alaska corporation and received a Certificate of Incorporation dated July 16, 1979 from the Alaska Department of Commerce and Economic Development.

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The Company is in good standing with respect to the reporting and corporation tax requirements of the Alaska Corporations Code to which it is subject, and the Company is otherwise validly existing as an Alaska corporation pursuant to the laws of the State of Alaska with all requisite powers to own property and to conduct its business in the manner contemplated by the Articles, Bylaws, and the Alaska Corporations Code.