Exhibit 5.4
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3883 Howard Hughes Parkway Suite 1100 Las Vegas, NV 89169 702.784.5200 702.784.5252 (Fax) www.swlaw.com | | | | DENVER LAS VEGAS LOS ANGELES LOS CABOS ORANGE COUNTY PHOENIX SALT LAKE CITY TUCSON |
February 28, 2020
Clear Channel Worldwide Holdings, Inc.
Outdoor Management Services, Inc.
4830 North Loop 1604W, Suite 111
San Antonio, Texas 78249
| Re: | Registration Statement on FormS-4 |
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special Nevada counsel to Clear Channel Worldwide Holdings, Inc., a Nevada corporation (the “Issuer”) and Outdoor Management Services, Inc., a Nevada corporation (the “Guarantor”) in connection with the Issuer’s issuance of $1,901,525,000 in aggregate principal amount of the Issuer’s 9.25% Senior Notes due 2024 (the “Exchange Notes”) and the Guarantor’s proposed guarantee, along with the guarantees of the other guarantors under the Indenture (as defined below), of the Exchange Notes, to be issued by the Issuer, with respect to an exchange offer to be made pursuant to a Registration Statement on FormS-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), 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 obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantor along with other guarantors. The Exchange Notes and the guarantee thereof (the “Guarantee”) will be issued pursuant to the Indenture, dated as of February 12, 2019 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer, the guarantors named therein, including the Guarantor, and U.S. Bank National Association, as trustee.
In connection with this opinion, and as such counsel, we have examined and relied upon, but have not prepared, originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments: (i) the articles of incorporation andby-laws for the Issuer and the Guarantor, (ii) resolutions adopted by unanimous written consent of the board of directors of the Issuer and the Guarantor with respect to the issuance of the Exchange Notes and the Guarantee, respectively, (iii) Certificates of Existence with Status in Good Standing for the Issuer and the Guarantor, issued by the Secretary of State of Nevada on February 18, 2020, (iv) the Registration Statement, and (v) the Indenture.