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- S-4 Registration of securities issued in business combination transactions
- 3.1 Amended Certificate of Formation of Entercom Radio, LLC.
- 3.2 Restated Limited Liability Company Agreement of Entercom Radio, LLC.
- 3.5 Certificate of Formation of Delaware Equipment Holdings, LLC.
- 3.6 Limited Liability Company Agreement of Delaware Equipment Holdings, LLC.
- 3.7 Certificate of Formation of Entercom Austin, LLC.
- 3.8 Limited Liability Company Agreement of Entercom Austin, LLC.
- 3.9 Certificate of Formation of Entercom Austin License, LLC.
- 3.10 Limited Liability Company Agreement of Entercom Austin License, LLC.
- 3.11 Agreement and Declaration of Trust of Entercom Boston 1 Trust
- 3.12 By-laws of Entercom Boston 1 Trust
- 3.13 Certificate of Formation of Entercom Boston, LLC.
- 3.14 Restated Limitied Liability Company Agreement of Entercom Boston, LLC.
- 3.15 Certificate of Formation of Entercom Boston License, LLC.
- 3.16 Restated Limited Liability Company Agreement of Entercom Boston License, LLC.
- 3.17 Certificate of Formation of Entercom Buffalo, LLC.
- 3.18 Restated Limited Liability Company Agreement of Entercom Buffalo, LLC.
- 3.19 Certificate of Formation of Entercom Buffalo, LLC.
- 3.20 Restated Limited Liability Company Agreement of Entercom Buffalo License, LLC.
- 3.21 Certificate of Incorporation of Entercom Capital, Inc.
- 3.22 Bylaws of Entercom Capital, Inc.
- 3.23 Certificate of Formation of Entercom California, LLC.
- 3.24 Restated Limited Liability Company Agreement of Entercom California, LLC.
- 3.25 Certificate of Formation of Entercom Denver, LLC.
- 3.26 Limited Liability Company Agreement of Entercom Denver, LLC.
- 3.27 Certificate of Formation of Entercom Denver License, LLC.
- 3.28 Limited Liability Company Agrement of Entercom Denver License, LLC.
- 3.29 Certificate of Formation of Entercom Gainesville, LLC.
- 3.30 Restated Limited Liability Company Agreement of Entercom Gainesville, LLC.
- 3.31 Certificate of Formation of Entercom Gainesville License, LLC.
- 3.32 Restated Limited Liability Co. Agreement of Entercom Gainesville License, LLC.
- 3.33 Certificate of Formation of Entercom Greensboro, LLC.
- 3.34 Restated Limited Liability Company Agreement of Entercom Greensboro, LLC.
- 3.35 Certificate of Formation of Entercom Greensboro License, LLC.
- 3.36 Restated Limited Liability Company Agreement of Entercom Greensboro License, LLC
- 3.37 Certificate of Formation of Entercom Greenville, LLC.
- 3.38 Restated Limited Liability Company Agreement of Entercom Greenville, LLC.
- 3.39 Certificate of Formation of Entercom Greenville License, LLC.
- 3.40 Restated Limited Liability Company Agreement of Entercom Greenville License, LLC
- 3.41 Certificate of Incorporation of Entercom Incorporated.
- 3.42 By-laws of Entercom Incorporated.
- 3.43 Certificate of Formation of Entercom Indianapolis, LLC.
- 3.44 Limited Liability Company Agreement of Entercom Indianapolis, LLC.
- 3.45 Certificate of Formation of Entercom Indianapolis License, LLC.
- 3.46 Limited Liability Company Agreement of Entercom Indianapolis License, LLC.
- 3.47 Certificate of Formation of Entercom Kansas City, LLC.
- 3.48 Restated Limited Liability Company Agreement of Entercom Kansas City, LLC.
- 3.49 Certificate of Formation of Entercom Kansas City License, LLC.
- 3.50 Restated Limited Liability Company Agreement of Entercom Kansas City License LLC
- 3.51 Certificate of Formation of Entercom Madison, LLC.
- 3.52 Limited Liability Company Agreement of Entercom Madison, LLC.
- 3.53 Certificate of Formation of Entercom Madison License, LLC.
- 3.54 Limited Liability Company Agreement of Entercom Madison License, LLC.
- 3.55 Certificate of Formation of Entercom Memphis, LLC.
- 3.56 Restated Limited Liability Company Agreement of Entercom Memphis, LLC.
- 3.57 Certificate of Formation of Entercom Memphis License, LLC.
- 3.58 Restated Limited Liability Company Agreement of Entercom Memphis License, LLC.
- 3.59 Certificate of Formation of Entercom Milwaukee, LLC.
- 3.60 Restated Limited Liability Company Agreement of Entercom Milwaukee, LLC.
- 3.61 Certificate of Formation of Entercom Milwaukee License, LLC.
- 3.62 Restated Limited Liability Company Agreement of Entercom Milwaukee License, LLC.
- 3.63 Certificate of Formation of Entercom New Orleans, LLC.
- 3.64 Restated Limited Liability Company Agreement of Entercom New Orleans, LLC.
- 3.65 Certificate of Formation of Entercom New Orleans License, LLC.
- 3.66 Restated Limited Liability Company Agreement of Entercom New Orleans License LLC
- 3.67 Certificate of Formation of Entercom New York, Inc.
- 3.68 By-laws of Entercom New York, Inc.
- 3.69 Certificate of Formation of Entercom Norfolk, LLC.
- 3.70 Restated Limited Liability Company Agreement of Entercom Norfolk, LLC.
- 3.71 Certificate of Formation of Entercom Norfolk License, LLC.
- 3.72 Restated Limited Liability Company Agreement of Entercom Norfolk License, LLC.
- 3.73 Certificate of Formation of Entercom Portland, LLC.
- 3.74 Limited Liabilty Company Agreement of Entercom Portland, LLC.
- 3.75 Certificate of Formation of Entercom Portland License, LLC.
- 3.76 Limited Liabilty Company Agreement of Entercom Portland License, LLC.
- 3.77 Certificate of Formation of Entercom Properties, LLC.
- 3.78 Amended and Restated Limited Liability Company Agreement of Entercom Properties
- 3.79 Certificate of Formation of Entercom Providence, LLC.
- 3.80 Limited Liabilty Company Agreement of Entercom Providence, LLC.
- 3.81 Certificate of Formation of Entercom Providence, LLC.
- 3.82 Limited Liability Company Agreement of Entercom Providence License, LLC.
- 3.83 Certificate of Formation of Entercom Rochester, LLC.
- 3.84 Limited Liabilty Company Agreement of Entercom Rochester, LLC.
- 3.85 Certificate of Formation of Entercom Rochester License, LLC.
- 3.86 Limited Liabilty Company Agreement of Entercom Rochester License, LLC.
- 3.87 Certificate of Formation of Entercom Sacramento License, LLC.
- 3.88 Restated Limited Liability Company Agreement of Entercom Sacramento Lic., LLC.
- 3.89 Certificate of Formation of Entercom San Francisco License, LLC.
- 3.90 Limited Liability Company Agreement of Entercom San Francisco Lic. LLC.
- 3.91 Certificate of Formation of Entercom Seattle, LLC.
- 3.92 Restated Limited Liability Company Agreement of Entercom Seattle, LLC.
- 3.93 Certificate of Formation of Entercom Seattle License, LLC.
- 3.94 Restated Limited Liability Company Agreement of Entercom Seattle License, LLC.
- 3.95 Certificate of Formation of Entercom Springfield, LLC.
- 3.96 Limited Liability Company Agreement of Entercom Springfield, LLC.
- 3.97 Certificate of Formation of Entercom Springfield License, LLC.
- 3.98 Limited Liability Company Agreement of Entercom Springfield Lic., LLC.
- 3.99 Certificate of Formation Entercom Wichita, LLC.
- 3.100 Limited Liabilty Company Agreement of Entercom Wichita, LLC.
- 3.101 Certificate of Formation of Entercom Wichita License, LLC.
- 3.102 Limited Liabilty Company Agreement of Entercom Wichita License, LLC.
- 3.103 Certificate of Formation of Entercom Wilkes-barre Scranton, LLC.
- 3.104 Limited Liabilty Company Agreement of Entercom Wilkes-barre Scranton, LLC.
- 4.2 Form of 10 1/2% Senior Notes Due 2019
- 5.1 Opinion of Latham & Watkins LLP.
- 5.2 Opinion of Drinker Biddle & Reath LLP.
- 5.3 Opinion of Sullivan & Worcester LLP
- 12.1 Computation of Ratio of Earnings to Fixed Charges.
- 21.1 Subsidiaries of Entercom Communications Corp.
- 23.1 Consent of Pricewaterhousecoopers LLP.
- 25.1 Statement of Eligibilty on Form T-1 of Wells Fargo Bank, National Association.
- 99.1 Form of Letter of Transmittal.
- 99.2 Form of Notice of Guaranteed Delivery.
- 99.3 Form of Letter to Brokers, Dealers
- 99.4 Form of Instructions from Beneficial Owners to Registered Holders
- 99.5 Form of Letter to Clients.
Exhibit 5.2
[Letterhead of Drinker Biddle & Reath LLP]
December 19, 2011
Entercom Communications Corp.
401 City Avenue, Suite 809
Bala Cynwyd, Pennsylvania 19004
Re: | Entercom Radio, LLC—Registration Statement on Form S-4; Exchange Offer for $220,000,000 Aggregate Principal Amount of 10 1/2% Senior Notes due 2019 |
Ladies and Gentlemen:
We have acted as special counsel to Entercom Communications Corp., a corporation organized under the laws of the Commonwealth of Pennsylvania (the “Company”) and the parent corporation of Entercom Radio, LLC, a Delaware limited liability company (the “Issuer”). Our representation of the Company is in connection with the issuance by the Issuer of up to $220,000,000 aggregate principal amount of 10 1/2% Senior Notes due 2019, Series B (the “Exchange Notes”) and the guarantee of the Exchange Notes by the Company (the “Guarantee”), and certain other guarantees (together with the Guarantee, the “Guarantees”) by each of the subsidiaries of the Issuer (the “Subsidiary Guarantors” and, together with the Company, the “Guarantors”), under an indenture, dated November 23, 2011, including the Guarantees (collectively, the “Indenture”), among the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”), and pursuant to a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”). The Exchange Notes will be issued in exchange for the Issuer’s outstanding 10 1/2% Senior Notes due 2019, Series A (the “Outstanding Notes”) on the terms described in the prospectus contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes.
As such counsel, we examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company, the Issuer, the other Guarantors and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the Commonwealth of Pennsylvania and we express no opinion with respect to the applicability, or effect, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. Various matters under the laws of other jurisdictions are addressed in opinions of other legal counsel (including but not limited to Latham & Watkins LLP), each of which has been separately provided to you. We express no opinion with respect to those matters herein.
Entercom Communications Corp.
December 19, 2011
Page 2
With your consent, we have assumed (a) that the Indenture (including the Guarantee) has been duly authorized, executed and delivered by the parties thereto other than the Company, (b) that the Exchange Notes have been duly authorized, executed and delivered by the parties thereto, (c) that the Indenture and the Exchange Notes constitute legally valid and binding obligations of the parties thereto including the Company, enforceable against each of them in accordance with their respective terms, and (d) that the status of the Indenture and the Exchange Notes as legally valid and binding obligations of the parties thereto is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Guarantee of the Company has been duly authorized by all necessary corporate action of the Company.
Our opinion is subject to the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy.
Entercom Communications Corp.
December 19, 2011
Page 3
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Drinker Biddle & Reath LLP
DRINKER BIDDLE & REATH LLP