Exhibit 5.1
[Jones Day Letterhead]
December 20, 2011
Cumulus Media Holdings Inc.
and the guarantors listed onAnnex A
3280 Peachtree Road, N.W., Suite 2300
Atlanta, Georgia 30305
| Re: | Registration Statement on Form S-4 Filed by Cumulus Media Holdings Inc. and |
| | the Guarantors Named Below Relating to the Exchange Offer |
Ladies and Gentlemen:
We have acted as counsel for Cumulus Media Holdings Inc., a Delaware corporation (the “Company”), and the companies listed onAnnex A hereto (each, a “Covered Guarantor” and, collectively, the “Covered Guarantors”), in connection with the Registration Statement on Form S-4 to which this opinion has been filed as an exhibit (the “Registration Statement”), which relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $610,000,000 aggregate principal amount of 7.75% Senior Notes due 2019 of the Company (the “Exchange Notes”) for an equal principal amount of 7.75% Senior Notes due 2019 of the Company outstanding on the date hereof (the “Outstanding Notes”). The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of May 13, 2011 (as amended, supplemented or otherwise modified, the “Indenture”), by and among the Company, the Covered Guarantors, the companies listed onAnnex B hereto (each, an “Other Guarantor” and collectively, the “Other Guarantors,” such Other Guarantors, together with the Covered Guarantors, the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”). The Outstanding Notes are, and the Exchange Notes will be, guaranteed (each, a “Guarantee”) on a joint and several basis by the Guarantors.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions.
Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
Cumulus Media Holdings Inc.
and the guarantors listed onAnnex A
December 20, 2011
Page 2
| 1. | The Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the Indenture and issued and delivered in exchange for the Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company. |
| 2. | The Guarantee of the Exchange Notes (each, an “Exchange Guarantee” and collectively, the “Exchange Guarantees”) of each Covered Guarantor, when it is issued and delivered in exchange for the Guarantee of the Outstanding Notes (collectively, the “Outstanding Guarantees”) of that Covered Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Covered Guarantor. |
| 3. | The Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the Outstanding Guarantee of that Other Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Other Guarantor. |
The opinions set forth above are subject to the following limitations, qualifications and assumptions:
For the purposes of the opinions expressed herein, we have assumed that the Trustee has authorized, executed and delivered the Indenture and that the Indenture is the valid, binding and enforceable obligation of the Trustee.
For the purposes of our opinion set forth in paragraph 3 with respect to the Exchange Guarantees of the Other Guarantors, we have assumed that (a) each Other Guarantor is a corporation or limited liability company, as applicable, existing and in good standing under the laws of its jurisdiction of incorporation or formation, as applicable (each, a “Jurisdiction”), (b) the Indenture and the Exchange Guarantees (i) have been authorized by all necessary corporate or limited liability company action, as applicable, of the Other Guarantors and (ii) have been executed and delivered by each Other Guarantor under the laws of the applicable Jurisdiction, and (c) the execution, delivery, performance and compliance with the terms and provisions of the Indenture and the Exchange Guarantees by any Other Guarantor do not violate or conflict with the laws the applicable Jurisdiction or any rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to it or its properties.
The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.
Cumulus Media Holdings Inc.
and the guarantors listed onAnnex A
December 20, 2011
Page 3
For purposes of our opinions insofar they relate to the Guarantors, we have assumed that the obligations of each of the Guarantors under the Guarantees are, and would be deemed by a court of competent jurisdiction to be, in furtherance of its corporate, limited liability company or partnership purposes, or necessary or convenient to the conduct, promotion or attainment of the business of the respective Guarantor and will benefit the respective Guarantor, directly or indirectly.
The opinions expressed herein are limited to (i) the laws of the State of New York, (ii) the laws of the Commonwealth of Pennsylvania, (iii) the laws of the State of Texas and (iv) the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, in each case as currently in effect, and we express no opinion or view as to the effect of any other law of the State of Delaware or the laws of any other jurisdiction, on the opinions expressed herein.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day
Annex A
Covered Guarantors
| | |
Entity | | Jurisdiction of Organization |
Cumulus Media Inc. | | Delaware |
Catalyst Media, Inc. | | Delaware |
Citadel Broadcasting Corporation | | Delaware |
Cumulus Media Partners, LLC | | Delaware |
CMP Susquehanna Radio Holdings Corp. | | Delaware |
CMP Susquehanna Corp. | | Delaware |
Susquehanna Pfaltzgraff Co. | | Delaware |
CMP KC Corp. | | Delaware |
Susquehanna Media Co. | | Delaware |
Susquehanna Radio Corp. | | Pennsylvania |
Alphabet Acquisition Corp. | | Delaware |
Minneapolis Radio, LLC | | Delaware |
KLOS Radio, LLC | | Delaware |
San Francisco Radio, LLC | | Delaware |
DC Radio, LLC | | Delaware |
WPLJ Radio, LLC | | Delaware |
Chicago FM Radio Assets, LLC | | Delaware |
Radio Networks, LLC | | Delaware |
Minneapolis Radio Assets, LLC | | Delaware |
KLOS Syndications Assets, LLC | | Delaware |
KLOS-FM Radio Assets, LLC | | Delaware |
SF License, LLC | | Delaware |
San Francisco Radio Assets, LLC | | Delaware |
DC Radio Assets, LLC | | Delaware |
Network License, LLC | | Delaware |
International Radio, Inc. | | Delaware |
Radio Watermark, Inc. | | Delaware |
Radio Today Entertainment, Inc. | | New York |
Detroit Radio, LLC | | Delaware |
Atlanta Radio, LLC | | Delaware |
Radio Assets, LLC | | Delaware |
LA Radio, LLC | | Delaware |
WBAP-KSCS Radio Acquisition, LLC | | Delaware |
WBAP-KSCS Acquisition Partner, LLC | | Delaware |
Chicago Radio Holding, LLC | | Delaware |
NY Radio, LLC | | Delaware |
LA License, LLC | | Delaware |
WBAP-KSCS Radio Group, Ltd. | | Texas |
Chicago Radio, LLC | | Delaware |
NY License, LLC | | Delaware |
NY Radio Assets, LLC | | Delaware |
| | |
Entity | | Jurisdiction of Organization |
WBAP-KSCS Assets, LLC | | Delaware |
Chicago Radio Assets, LLC | | Delaware |
Chicago License, LLC | | Delaware |
Annex B
Other Guarantors
| | |
Entity | | Jurisdiction of Organization |
Broadcast Software International Inc. | | Nevada |
Cumulus Broadcasting LLC | | Nevada |
KLIF Broadcasting, Inc. | | Nevada |
Radio Metroplex, Inc. | | Nevada |
Citadel Broadcasting Company | | Nevada |
Aviation I, LLC | | Nevada |
Oklahoma Radio Partners, LLC | | Alabama |