GODFREY & KAHN, S.C.
                780 North Water Street
               Milwaukee, WI 53202-3590
                  Tel. (414) 273-3500
                  Fax (414) 273-5198

                     July 13, 1998


Cumulus Media Inc.
111 East Kilbourn Avenue
Milwaukee, WI  53202

Ladies and Gentlemen:
     
     We  have acted as your counsel in connection  with
the   offer   by  Cumulus  Media  Inc.,   an   Illinois
corporation (the "Company"), of up to 1,288,834  shares
of  Class  A common stock, $.01 par value,  and  up  to
2,001,380  shares  of Class C common  stock,  $.01  par
value  (collectively, the "Shares").   The  Shares  are
reserved  for  issuance pursuant to the Company's  1998
Stock Incentive Plan and 1998 Executive Stock Incentive
Plan   (the  "Plans"),  as  described  in  each  Plans'
Prospectus   (collectively,  the   "Prospectuses"   and
individually, a "Prospectus"), including all amendments
and  supplements thereto, which Prospectus  relates  to
the Company's Registration Statement on Form S-8, to be
filed with the Securities and Exchange Commission on or
about the date hereof (the "Registration Statement").
     
     We  have examined: (a) the Plans, the Prospectuses
and  the  Registration  Statement,  (b)  the  Company's
Amended and Restated Articles  of  Incorporation and  
Amended and Restated By-Laws,  (c)  certain resolutions 
of the Company's Board of Directors and sole shareholder 
and (d) such  other  proceedings, documents and records  
as  we have  deemed  necessary to enable  us  to  render  
this opinion.
     
     Based  upon  the foregoing, we are of the  opinion
that  the Shares, upon issuance in accordance with  the
terms of the Plans, will be duly authorized and validly
issued, fully paid and nonassessable.
     
     Our  opinion relates only to the statutory provisions 
of the Business Corporation Act of 1983  of  the State  
of Illinois without regard to court interpretation thereof, 
and we express no opinion as to the laws of any  other 
jurisdiction.
     
     We  consent  to  the  use of this  opinion  as  an
exhibit to the Registration Statement.  In giving  this
consent, however, we do not admit that we are "experts"
within the meaning of Section 11 of the Securities  Act
of  1933, as amended, or within the category of persons
whose consent is required by Section 7 of said Act.
     
                              Very truly yours,

                              /s/ Godfrey & Kahn, S.C.

                              GODFREY & KAHN, S.C.