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Exhibit 8.01
September 30, 1999
LATHAM & WATKINS
ATTORNEYS AT LAW
PAUL R. WATKINS (1899 - 1973) 1001 PENNSYLVANIA AVE., N.W.
DANA LATHAM (1898 - 1974) SUITE 1300 NEW YORK OFFICE
WASHINGTON, D.C. 20004-2505 885 THIRD AVENUE,
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September 30, 1999 SAN DIEGO, CALIFORNIA
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Entercom Communications Corp.
Entercom Communications Capital Trust
401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004
Re: Entercom Communications Capital Trust
Ladies and Gentlemen:
We have acted as tax counsel to Entercom Communications Corp.,
a Pennsylvania corporation ("Entercom"), and Entercom Communications Capital
Trust, a statutory business trust organized under the Business Trust Act of the
State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. Sec.
3801 et set.) (the "Issuer"), in connection with the issuance by the Issuer of
up to 3,450,000 _% convertible preferred securities, term income deferrable
equity securities (liquidation amount $50 per preferred security) (the
"Securities"), representing undivided beneficial interest in the assets of the
Issuer, pursuant to a registration statement on Form S-1 (File No. 333-86843) of
Entercom and the Issuer filed by the Issuer and Entercom with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), on September 10, 1999, as amended by Amendment
No. 1 filed with the Commission on September 14, 1999 and as amended by
Amendment No. 2 filed with the Commission on September 30, 1999 (collectively,
the "Registration Statement").
You have requested our opinion concerning the statements in
the Registration Statement set forth under the caption "United States Federal
Income Tax Consequences." The facts as we understand them and upon which with
your permission we rely in rendering the opinion expressed herein, are set forth
in the Registration Statement. In addition, we have relied, with your
permission, exclusively upon the opinion of Morris, Nichols, Arsht and Tunnell,
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LATHAM & WATKINS
Entercom Communications Corp.
Entercom Communications Capital Trust
September 30, 1999
Page 2
Delaware counsel for Entercom and the Issuer, dated September 30, 1999, with
respect to certain matters of Delaware law.
In our capacity as tax counsel to Entercom and the Issuer, we
have made such legal and factual examinations and inquiries, including an
examination of originals or copies certified or otherwise identified to our
satisfaction of such documents, corporate records and other instruments as we
have deemed necessary or appropriate for purposes of this opinion. In our
examination, we have assumed the authenticity of all documents submitted to us
as originals, the genuineness of all signatures thereon, the legal capacity of
natural persons executing such documents and the conformity to authentic
original documents of all documents submitted to us as copies. We have reviewed
and relied upon the Amended and Restated Declaration of Trust of the Issuer
among Entercom, as sponsor, Wilmington Trust Company, as property trustee and
Delaware trustee, and Joseph M. Field, David J. Field and John C. Donlevie, as
administrative trustees, the Indenture (as defined in the Registration
Statement) and such other documents as in our judgment were necessary or
appropriate to enable us to render the opinion contained herein.
We are opining herein as to the effect on the subject
transaction only of the Federal income tax laws of the United States and we
express no opinion with respect to the applicability thereto, or the effect
thereon, of other Federal laws, the laws of any state or other jurisdiction or
as to any matters of municipal law or the laws of any other location agencies
within any state.
Based upon such facts, assumptions and representations, it is
our opinion that:
(1) The Issuer will be classified for Federal income tax
purposes as a grantor trust and not as an association taxable as a corporation.
(2) The statements in the Registration Statement set forth
under the caption "Federal Income Tax Consequences" to the extent such
statements constitute matters of law, summaries of legal matters or legal
conclusions, have been reviewed by us and are accurate in all material respects.
No opinion is expressed as to any matter not discussed herein.
This opinion is rendered to you as of the date hereof of this
letter, and we undertake no obligation to update this opinion subsequent to the
date hereof. This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or
difference in the facts, representations or assumptions recited or referred to
hereinabove, could affect the conclusions stated herein.
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LATHAM & WATKINS
Entercom Communications Corp.
Entercom Communications Capital Trust
September 30, 1999
Page 3
This opinion is furnished to you, and is for your use in
connection with the transactions set forth in the Registration Statement. This
opinion may not be relied upon by you for any other purposes, or furnished to,
quoted to, or relied upon by any other person, firm or corporation, for any
purpose, without our prior written consent. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the use of our
name under the caption "Legal Matters" in the Registration Statement.
Very truly yours,
Latham & Watkins