EXHIBIT 5.01
[Letterhead of Gibson, Dunn & Crutcher LLP]
November 13, 2001
Salem Communications Holding Corporation C80253-00052
Each of the Guarantors
(as defined below)
Re: Exchange of 9% Series B Senior Subordinated Notes Due 2011
Ladies and Gentlemen:
We have acted as counsel for Salem Communications Holding Corporation, a
Delaware corporation (the "Issuer"), Salem Communications Corporation, a
Delaware corporation and the sole stockholder of the Issuer (the "Parent"), and
the Parent's subsidiaries that have executed the Guarantees (as hereinafter
defined) (collectively, including Parent, the "Guarantors") (the Issuer and the
Guarantors are collectively referred to herein as the "Registrants"), in
connection with the proposed offer by the Issuer (the "Exchange Offer") to
exchange up to $150,000,000 aggregate principal amount of 9% Series B Senior
Subordinated Notes Due 2011 (the "Exchange Notes") of the Issuer for a like
aggregate principal amount of privately placed 9% Series B Senior Subordinated
Notes Due 2011 (the "Old Notes"). The Exchange Notes will be guaranteed pursuant
to the terms of the Indenture (as defined below) and the notation thereof
endorsed on the Exchange Notes on a senior subordinated basis by the Guarantors
(the "Guarantees"). The Exchange Notes will be issued pursuant to an Indenture,
dated as of June 25, 2001 (the "Indenture"), among the Issuer, the Guarantors
and The Bank of New York, as trustee.
As such counsel, we have examined, among other things, (i) the
Registration Statement on Form S-4 (File No. 333-69122), as amended, filed by
the Registrants with the Securities and Exchange Commission (the "Commission")
to register under the Securities Act of 1933, as amended, the issuance of the
Exchange Notes and the Guarantees, (ii) the Indenture, and (iii) the form of the
Exchange Notes to be issued pursuant to the Indenture. The Exchange Notes, which
Exchange Notes contain the Guarantees, and the Indenture are sometimes referred
to herein collectively as the "Note Documents." We have also examined the
proceedings and other actions taken by the Issuer and the Guarantors in
connection with the authorization, execution and delivery of the Indenture and
the issuance of the Exchange Notes and the Guarantees thereunder. We have also
made such other inquiries and examined, among other things, originals or copies,
certified or otherwise identified to our satisfaction, of such records,
agreements, certificates,
Salem Communications Holding Corporation
November 13, 2001
Page 2
instruments and other documents as we have considered necessary or appropriate
for the purposes of this opinion.
In rendering this opinion, we have assumed that the signatures on all
documents examined by us are genuine, all individuals executing such documents
(including, without limitation, individuals executing the Note Documents in the
name of and on the behalf of the Registrants) had all requisite legal capacity
and competency, the documents submitted to us as originals are authentic and the
documents submitted to us as certified or reproduction copies conform to the
originals.
Based upon the foregoing, and in reliance thereon, and subject to
receipt by the Issuer and the Guarantors from the Commission of an order
declaring the Registration Statement effective, we are of the opinion that:
1. The Exchange Notes, when issued and delivered in exchange for the Old
Notes in the manner described in the Registration Statement and when executed
and authenticated in accordance with the provisions of the Indenture, will be
legal, valid and binding obligations of the Issuer, enforceable against the
Issuer in accordance with their terms.
2. The Guarantee of each Guarantor, when issued and delivered in
connection with the exchange of the Old Notes in the manner described in the
Registration Statement and when the Exchange Notes and such Guarantee have been
executed and, in the case of the Exchange Notes, authenticated, in accordance
with the provisions of the Indenture, will be the legal, valid and binding
obligation of such Guarantor, enforceable against it in accordance with its
terms.
The foregoing opinions are subject to the following exceptions,
qualifications and limitations:
A. We render no opinion herein as to matters involving the laws of any
jurisdiction other than the State of New York and the United States of America.
This opinion is limited to the effect of the present state of the laws of the
State of New York and the United States of America and the facts as they
presently exist. We assume no obligation to revise or supplement this opinion in
the event of future changes in such laws or the interpretations thereof or such
facts.
B. Our opinions set forth herein are subject to (i) the effect of any
bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws
affecting the rights and remedies of creditors' generally (including, without
limitation, the effect of statutory or other laws regarding fraudulent transfers
or preferential transfers) and (ii) general principles of equity, regardless of
whether enforceability is considered in a proceeding in equity or at law,
including without limitation concepts of materiality, reasonableness, good faith
and fair dealing and the possible unavailability of specific performance,
injunctive relief or other equitable remedies.
Salem Communications Holding Corporation
November 13, 2001
Page 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Legal Matters" in the Prospectus forming a part of said Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the Rules and Regulations of the Commission
promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP