Exhibit 5.3
Reed SmithLLP
Three Logan Square
Suite 3100
1717 Arch Street
Philadelphia, PA 19103
215.851.8100
Fax 215.851.1420
reedsmith.com
February 28, 2020
IN-TER-SPACE Services, Inc.
4830 North Loop 1604W. Suite 111
San Antonio, Texas 78249
Re: Exchange Offer for 9.25% Senior Notes due 2024 of Clear Channel Worldwide Holdings, Inc.
Ladies and Gentlemen:
We are issuing this opinion letter as Pennsylvania counsel toIN-TER-SPACE Services, Inc., a Pennsylvania corporation (the “Company”), in connection with the Company’s guarantee of up to $1,901,525,000 in aggregate principal amount of 9.25% Senior Notes due 2024 (the “Exchange Notes”) to be issued by Clear Channel Worldwide Holdings, Inc., a Nevada corporation (the “Issuer”), in connection with an exchange offer being made pursuant to a Registration Statement on FormS-4 (as it may be supplemented or amended, the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2020 under the Securities Act of 1933, as amended (the “Securities Act”). The Exchange Notes are to be issued pursuant to the Indenture, dated as of February 12, 2019 (the “Original Indenture”), among the Issuer, the guarantors named therein (including the Company) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a Supplemental Indenture, dated as of May 1, 2019, among the Issuer, the guarantors named therein (including the Company), and the Trustee (the “First Supplemental Indenture”), and as further supplemented by the Second Supplemental Indenture, dated as of August 23, 2019, among the guaranteeing subsidiaries named therein and the Trustee (as so further supplemented, the “Indenture”).
In our capacity as such Pennsylvania counsel, we have examined electronic copies, identified to our satisfaction, of the following documents:
(a) | the Registration Statement; |
(c) | the Company’s Articles of Incorporation and Bylaws, each certified as of the date hereof to us by an officer of the Company (collectively, the “Company Charter Documents”); |
(d) | a copy of the subsistence certificate issued by the Secretary of the Commonwealth of the Commonwealth of Pennsylvania dated February 18, 2020 (the “Subsistence Certificate”); and |
(e) | a written consent of the board of directors of the Company, dated February 6, 2019, with respect to the filing of the Registration Statement and the Company’s guarantee of the Exchange Notes. |
The opinion given in paragraph 1 below is based solely upon the Subsistence Certificate.
In connection with this opinion, we have made such examinations of law as we have deemed appropriate and have relied, without independent verification, upon certificates of public officials and, as to matters of fact material to our opinion, also without independent verification, upon representations made in the documents that we have examined and upon certificates and other inquiries of officers of the Company.
ABU DHABI ◆ ATHENS ◆ AUSTIN ◆ BEIJING ◆ BRUSSELS ◆ CENTURY CITY ◆ CHICAGO ◆ DALLAS ◆ DUBAI ◆ FRANKFURT ◆ HONG KONG
HOUSTON ◆ KAZAKHSTAN ◆ LONDON ◆ LOS ANGELES ◆ MIAMI ◆ MUNICH ◆ NEW YORK ◆ PARIS ◆ PHILADELPHIA ◆ PITTSBURGH ◆ PRINCETON
RICHMOND ◆ SAN FRANCISCO ◆ SHANGHAI ◆ SILICON VALLEY ◆ SINGAPORE ◆ TYSONS ◆ WASHINGTON, D.C. ◆ WILMINGTON