Exhibit 5(b)
Kean Miller LLP
400 Convention Street
Suite 700
Baton Rouge, Louisiana 70802
September 4, 2020
Lamar Media Corp.
5321 Corporate Boulevard
Baton Rouge, Louisiana 70808
Locke Lord LLP
111 Huntington Avenue
Boston, Massachusetts 02199
Ladies and Gentlemen:
We are furnishing this opinion in connection with the Registration Statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed on or about the date hereof by Lamar Media Corp. (the “Company”) and certain subsidiaries of the Company listed as additional registrants in the Registration Statement (the “Subsidiary Guarantors”) relating to the offer to exchange (i) up to $600,000,000 aggregate principal amount of the Company’s 3 3/4% Senior Notes due 2028, which have been registered under the Securities Act (the “2028 Exchange Notes”), for up to $600,000,000 aggregate principal amount of the Company’s outstanding 3 3/4% Senior Notes due 2028, which have not been so registered (the “2028 Original Notes”), (ii) up to $400,000,000 aggregate principal amount of the Company’s 4 7/8% Senior Notes due 2029, which have been registered under the Securities Act (the “2029 Exchange Notes”), for up to $400,000,000 aggregate principal amount of the Company’s outstanding 4 7/8% Senior Notes due 2029, which have not been so registered (the “2029 Original Notes”) and (iii) up to $550,000,000 aggregate principal amount of the Company’s 4% Senior Notes due 2030, which have been registered under the Securities Act (the “2030 Exchange Notes, and together with the 2028 Exchange Notes and the 2029 Exchange Notes, the “Exchange Notes”), for up to $550,000,000 aggregate principal amount of the Company’s outstanding 4% Senior Notes due 2030, which have not been so registered (the “2030 Original Notes”, and together with the 2028 Original Notes and the 2029 Original Notes, the “Original Notes”). Each series of the Original Notes were, and each series of the Exchange Notes will be, issued and sold by the Company and guaranteed (the “Guarantees”) by the Subsidiary Guarantors. The Exchange Notes will be offered and exchanged in the manner described in the Registration Statement.
We have acted as general corporate counsel in connection with the Registration Statement and are familiar with the proceedings taken by the Company and the Subsidiary Guarantors in connection with the authorization, issuance and sale of the Original Notes, the Exchange Notes and the Guarantees. We have made such other examination as we consider necessary to render this opinion.
Lamar Media Corp.
Locke Lord LLP
September 4, 2020
Page 2 of 2
Based upon the foregoing, we are of the opinion that:
| 1. | Each of the Subsidiary Guarantors has been duly organized and is validly existing under the laws of the jurisdiction of its organization, with full power and authority to execute, deliver and perform its Guarantee. |
| 2. | The Guarantees have been duly authorized, executed and delivered by each of the Subsidiary Guarantors. |
We also hereby consent to the filing of this opinion as a part of the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus filed as a part thereof. Our consent to such reference does not constitute a consent under Section 7 of the Securities Act and in consenting to such reference you acknowledge that we have not reviewed and that we have not certified as to any part of the Registration Statement and that we do not otherwise come within the categories of persons whose consent is required under Section 7 or under the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Kean Miller LLP
KEAN MILLER LLP