EXHIBIT 5.1
June 6, 2007
CMP Susquehanna Corp.
14 Piedmont Center, Suite 1400
Atlanta, Georgia 30305
14 Piedmont Center, Suite 1400
Atlanta, Georgia 30305
Re: | Registration Statement on Form S-4 filed by CMP Susquehanna Corp. and the Guarantors (as defined below) relating to the Exchange Offer (as defined below) for any and all outstanding 9-7/8% Senior Subordinated Notes due 2014 |
Ladies and Gentlemen:
We have acted as counsel for CMP Susquehanna Corp., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-4 (Reg. No. 333- ) (the “Registration Statement”), which relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $250,000,000 aggregate principal amount of 9-7/8% Senior Subordinated Notes due 2014 of the Company (the “Exchange Notes”) for an equal principal amount of 9-7/8% Senior Subordinated Notes due 2014 of the Company outstanding on the date hereof (the “Outstanding Notes”), and the guarantees of the Exchange Notes by CMP Susquehanna Radio Holdings Corp., a Delaware corporation and the parent of the Company (the “Parent”), the subsidiaries of the Company listed onExhibit A hereto (collectively with the Parent, the “Covered Guarantors”), and the subsidiaries of the Company listed onExhibit B hereto (collectively, the “Other Guarantors” and, with the Covered Guarantors, the “Guarantors”). The Outstanding Notes have been, and the Exchange Notes will be, issued under the Indenture dated as of May 5, 2006 (the “Indenture”) by and among the Company, the Guarantors and Wells Fargo, National Association, as trustee (the “Trustee”). Except as otherwise defined herein, terms used in this letter but not otherwise defined herein are used as defined in the Indenture.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
1. The Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the Indenture and delivered in exchange for the Outstanding Notes in accordance with the terms of the Exchange Offer, will be validly issued by the Company and will constitute valid and binding obligations of the Company.
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2. The guarantees of the Exchange Notes (the “Exchange Guarantees”) of the Covered Guarantors, when they are delivered in accordance with the terms of the Exchange Offer in exchange for the guarantees of the Outstanding Notes (the “Outstanding Guarantees”) of the Covered Guarantors, will be validly issued by the Covered Guarantors and will constitute valid and binding obligations of the Covered Guarantors.
3. The Exchange Guarantees of the Other Guarantors, when they are delivered in accordance with the terms of the Exchange Offer in exchange for the Outstanding Guarantees of the Other Guarantors, will constitute valid and binding obligations of the Other Guarantors.
The opinions set forth above are subject to the following limitations, qualifications and assumptions:
For purposes of the opinions expressed herein, we have assumed that the Trustee has authorized, executed and delivered the Indenture and that the Indenture is the valid, binding and enforceable obligation of the Trustee.
The opinions expressed herein are limited by bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally, and by general equitable principles, whether such principles are considered in a proceeding at law or at equity.
For purposes of our opinions insofar they relate to the Guarantors, we have assumed that the obligations of each of the Guarantors under the Exchange Guarantees are, and would be deemed by a court of competent jurisdiction to be, in furtherance of its corporate purposes, or necessary or convenient to the conduct, promotion or attainment of the business of the respective Guarantor and will benefit the respective Guarantor, directly or indirectly.
In rendering the opinion expressed in paragraph 3 above, we have relied solely upon the opinions of counsel for the Other Guarantors, copies of which have been filed as Exhibit 5.2 and Exhibit 5.3 to the Registration Statement, with respect to matters governed by the laws of the State of Indiana and the laws of the State of Nevada.
The opinions expressed herein are limited to the federal securities laws of the United States of America, the laws of the State of New York, the laws of the State of Ohio, the laws of the State of California, the laws of the State of Pennsylvania, the laws of the State of Texas, and the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the State of Delaware, including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, in each case as currently in effect, and we
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express no opinion with respect to any other law of the State of Delaware or as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day
EXHIBIT A
COVERED GUARANTORS
Name of Guarantor | State of Incorporation or Organization | |||
CMP KC Corp. | Delaware | |||
CMP Houston-KC, LLC | Delaware | |||
CMP Merger Co. | Delaware | |||
Susquehanna Media Co. | Delaware | |||
Susquehanna Radio Corp. | Pennsylvania | |||
Susquehanna Radio Services, Inc. | Pennsylvania | |||
Radio San Francisco, Inc. | California | |||
Susquehanna License Co., LLC | Pennsylvania | |||
Radio Cincinnati, Inc. | Ohio | |||
Bay Area Radio Corp. | Delaware | |||
Texas Star Radio, Inc. | Texas | |||
KPLX Limited Partnership | Texas | |||
KPLX Radio, Inc. | Texas | |||
KNBR, Inc. | Delaware | |||
KLIF Radio, Inc. | Texas | |||
KRBE Limited Partnership | Texas | |||
KRBE Radio, Inc. | Texas | |||
KLIF Broadcasting Limited Partnership | Texas |
EXHIBIT B
OTHER GUARANTORS
Name of Guarantor | State of Incorporation or Organization | |||
Sunnyside Communications, Inc. | Indiana | |||
WSBA Lico, Inc. | Nevada | |||
WVAE Lico, Inc. | Nevada | |||
WNNX Lico, Inc. | Nevada | |||
Radio Metroplex, Inc. | Nevada | |||
KRBE Broadcasting, Inc. | Nevada | |||
Radio Indianapolis, Inc. | Indiana | |||
Indianapolis Radio License Co. | Indiana | |||
KLIF Broadcasting, Inc. | Nevada | |||
S.C.I. Broadcasting, Inc. | Indiana | |||
KFFG Lico, Inc. | Nevada | |||
KPLX Lico, Inc. | Nevada | |||
WRRM Lico, Inc. | Nevada | |||
WFMS Lico, Inc. | Nevada | |||
Indy Lico, Inc. | Nevada | |||
KRBE Lico, Inc. | Nevada | |||
KNBR Lico, Inc. | Nevada | |||
KLIF Lico, Inc. | Nevada |