Law Offices
THOMAS P. McNAMARA, P.A.
2909 Bay to Bay Blvd.
Suite 309
Tampa, FL 33629
THOMAS P. MCNAMARA Ph. (813) 837-0727
Fax (813) 837-1532
E-mail: TMcNamara@TPMPA.com
December __, 2003
Board of Directors
American Radio Empire, Inc.
13210 Kerrville Folkway, Building G
Austin, Texas 78729-7522
Re: Registration Statement on Form SB-2
Gentlemen:
We have been retained by American Radio Empire, Inc. (the "Company") in
connection with the Registration Statement (the "Registration Statement") on
Form SB-2, to be filed by the Company with the Securities and Exchange
Commission relating to the offering of securities of the Company. You have
requested that we render our opinion as to whether or not the securities
proposed to be issued on terms set forth in the Registration Statement will be
validly issued, fully paid, and nonassessable.
In connection with the request, we have examined the following:
1. The Articles of Incorporation of the Company.
2. The Bylaws of the Company.
3. The Registration Statement.
4. Resolutions of the Company's Board of Directors.
We have also examined such other corporate records and documents and have
made such other examinations as we have deemed relevant.
Based on the above examination, we are of the opinion that the securities
of the Company to be issued pursuant to the Registration Statement are duly
authorized and, when issued in accordance with the terms set forth in the
Registration Statement, will be validly issued, fully paid, and non-assessable.
Board of Directors
American Radio Empire, Inc.
December __, 2003
Page 2
We consent to our name being used in the Registration Statement as having
rendered the foregoing opinion .
Sincerely,
Thomas P. McNamara
