Exhibit 5(a)
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July 14, 2021
Lamar Media Corp.
5321 Corporate Boulevard
Baton Rouge, Louisiana 70808
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by Lamar Media Corp., a Delaware corporation (the “Company”), and certain subsidiaries of the Company listed as Additional Registrants in the Registration Statement (the “Subsidiary Guarantors”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to the offer to exchange up to $550,000,000 aggregate principal amount of the Company’s 3 5/8% Senior Notes due 2031, which have been registered under the Securities Act (the “Exchange Notes”), for up to $550,000,000 aggregate principal amount of the Company’s outstanding 3 5/8% Senior Notes due 2031, which have not been so registered (the “Original Notes”). The Original Notes have been, and the Exchange Notes will be, issued by the Company and guaranteed (the “Guarantees”) by the Subsidiary Guarantors under an indenture dated January 22, 2021 between the Company, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee. The Exchange Notes are to be offered and exchanged in the manner described in the Registration Statement (the “Exchange Offer”).
We have acted as your counsel in connection with the preparation of the Registration Statement and are familiar with the proceedings of the Board of Directors of the Company in connection with the authorization, issuance and exchange of the Exchange Notes. We have made such other examination as we consider necessary to render this opinion. We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible. In addition, we have relied upon the opinion of Kean Miller LLP with respect to certain matters relating to the due incorporation and valid existence of the Subsidiary Guarantors, the corporate power and authority of the Subsidiary Guarantors to execute, deliver and perform the Guarantees, and the due execution and delivery by the Subsidiary Guarantors of the Guarantees. Except to the extent of such reliance, the opinion rendered herein is limited to the laws of the State of New York, the Delaware General Corporation Law (including the applicable provisions, if any, of the Delaware Constitution and reported judicial decisions interpreting these laws) and the federal laws of the United States.