American Radio Empire SB-2/A Registration of securities for small business issuer (amended)

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THOMAS P. MCNAMARA                                          Ph. (813)-837-0727
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                                                   E-mail: TMcNamara@TPMPA.com


                                                     May 5, 2004

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. Such
securities consist of (i) certain shares of common stock to be issued by the
Company upon conversion of the Company's outstanding convertible notes (the
"Unissued Shares") and (ii) certain outstanding shares of common stock held by
Cytation Corporation (the "Outstanding Shares").

        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. We have made such
investigations of law, including Nevada law expressed in applicable statutory
and Constitutional provisions and reported judicial decisions interpreting such
provisions, as we have deemed necessary.

        Based on the above examination, we are of the opinion that (i) the
Outstanding Shares are validly issued, fully paid and nonassessable, and (ii)
the Unissued Shares are duly authorized and, when issued in







Board of Directors
American Radio Empire, Inc.
May 5, 2004
Page 2






accordance with the terms set forth in the Registration Statement, will be
validly issued, fully paid, and non-assessable.

        We consent to our name being used in the Registration Statement as having
rendered the foregoing opinion and to this opinion's being filed as an exhibit
to the Registration Statement.


                                                     Sincerely,

                                                     /s/ Thomas P. McNamara

                                                     Thomas P. McNamara