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Exhibit 5.02
[Letterhead of Morris, Nichols, Arsht & Tunnell Letterhead]
September 30, 1999
Entercom Communications Capital Trust
c/o Entercom Communications Corp.
401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004
Re: Entercom Communications Capital Trust
Ladies and Gentlemen:
We have acted as special Delaware counsel to Entercom
Communications Capital Trust, a Delaware statutory business trust (the "Trust"),
and Entercom Communications Corp., a Pennsylvania corporation ("Entercom
Communications"), in connection with certain matters relating to (i) the
creation of the Trust and (ii) the proposed issuance by the Trust of Preferred
Securities to beneficial owners pursuant to and as described in Registration
Statement No. 333-86843 (and the Prospectus forming a part thereof) on Form S-1
filed with the Securities and Exchange Commission on September 10, 1999, as
amended by Amendment No. 1 and Amendment No. 2 thereto (as so amended, the
"Registration Statement"). Capitalized terms used herein and not otherwise
herein defined are used as defined in the Amended and Restated Declaration of
Trust of the Trust in the form attached as an exhibit to the Registration
Statement (the "Governing Instrument").
In rendering this opinion, we have examined and relied upon
copies of the following documents in the forms provided to us: the Certificate
of Trust of the Trust as filed in the Office of the Secretary of State of the
State of Delaware (the "State Office") on September 8, 1999 (the "Certificate of
Trust"); a Declaration of Trust of the Trust dated as of September 8, 1999 (the
"Original Governing Instrument"); the Governing Instrument; the Indenture to be
entered into between Entercom Communications and Wilmington Trust Company, as
Trustee; the Preferred Securities Guarantee Agreement to be entered into between
Entercom Communications and Wilmington Trust Company, as Trustee; the form of
Underwriting Agreement relating to the Preferred Securities among Entercom
Communications, the Trust and Credit Suisse First Boston Corporation, Banc of
America Securities LLC and Deutsche Bank Securities Inc., as representatives of
the several underwriters named therein (the "Underwriting
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Entercom Communications Corp.
September 30, 1999
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Agreement"); the Registration Statement; and a certification of good standing of
the Trust obtained as of a recent date from the State Office. In such
examinations, we have assumed the genuineness of all signatures, the conformity
to original documents of all documents submitted to us as drafts or copies or
forms of documents to be executed and the legal capacity of natural persons to
complete the execution of documents. We have further assumed for purposes of
this opinion: (i) the due formation or organization, valid existence and good
standing of each entity (other than the Trust) that is a party to any of the
documents reviewed by us under the laws of the jurisdiction of its respective
formation or organization; (ii) the due authorization, execution and delivery
by, or on behalf of, each of the parties thereto of the above-referenced
documents (including, without limitation, the due authorization, execution and
delivery of the Governing Instrument and the Underwriting Agreement prior to the
first issuance of Preferred Securities); (iii) that no event has occurred
subsequent to the filing of the Certificate of Trust, or will occur prior to the
first issuance of Preferred Securities, that would cause a dissolution or
liquidation of the Trust under the Original Governing Instrument or the
Governing Instrument, as applicable; (iv) that the activities of the Trust have
been and will be conducted in accordance with the Original Governing Instrument
or the Governing Instrument, as applicable, and the Delaware Business Trust Act,
12 Del. C. Sections 3801 et seq. (the "Delaware Act"); (v) that payment of
the required consideration for the Preferred Securities has, or prior to the
first issuance of Preferred Securities will have, been made in accordance with
the terms and conditions of the Governing Instrument, the Registration Statement
and the Underwriting Agreement and that the Preferred Securities are otherwise
issued and sold to the Preferred Security Holders in accordance with the terms,
conditions, requirements and procedures set forth in the Governing Instrument,
the Registration Statement and the Underwriting Agreement; and (vi) that the
documents examined by us are in full force and effect, express the entire
understanding of the parties thereto with respect to the subject matter thereof
and have not been amended, supplemented or otherwise modified, except as herein
referenced. We have not reviewed any documents other than those identified above
in connection with this opinion, and we have assumed that there are no other
documents that are contrary to or inconsistent with the opinions expressed
herein. Further, we express no opinion with respect to, and assume no
responsibility for the contents of, the Registration Statement or any other
offering material relating to the Preferred Securities. No opinion is expressed
herein with respect to the requirements of, or compliance with, federal or state
securities or blue sky laws. As to any fact material to our opinion, other than
those assumed, we have relied without independent investigation on the
above-referenced documents and on the accuracy, as of the date hereof, of the
matters therein contained.
Based on and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion that:
1. The Trust is a duly created and validly existing business
trust in good standing under the laws of the State of Delaware.
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Entercom Communications Corp.
September 30, 1999
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2. Upon issuance, the Preferred Securities will constitute
validly issued and, subject to the qualifications set forth in paragraph 3
below, fully paid and nonassessable beneficial interests in the assets of the
Trust.
3, Under the Delaware Act and the terms of the Governing
Instrument, each Preferred Security Holder of the Trust, in such capacity, will
be entitled to the same limitation of personal liability as that extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware; provided, however, we express no
opinion with respect to the liability of any Preferred Security Holder who is,
was or may become a named Trustee of the Trust. Notwithstanding the foregoing,
we note pursuant to Section 11.04 of the Governing Instrument, the Trust may
withhold amounts otherwise distributable to a Preferred Security Holder and pay
over such amounts to the applicable jurisdictions in accordance with federal,
state and local law and any amount withheld will be deemed to have been
distributed to such Holder and that, pursuant to the Governing Instrument,
Preferred Security Holders may be obligated to make payments or provide
indemnity or security under the circumstances set forth therein.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name and reference to our
opinion under the heading "LEGAL MATTERS" in the Prospectus forming a part
thereof. In giving this consent, we do not thereby admit that we come 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 Securities and
Exchange Commission thereunder. This opinion speaks only as of the date hereof
and is based on our understandings and assumptions as to present facts, and on
our review of the above-referenced documents and the application of Delaware law
as the same exist as of the date hereof, and we undertake no obligation to
update or supplement this opinion after the date hereof for the benefit of any
person or entity with respect to any facts or circumstances that may hereafter
come to our attention or any changes in facts or law that may hereafter occur or
take effect. This opinion is intended solely for the benefit of the addressee
hereof in connection with the matters contemplated hereby and may not be relied
on by any other person or entity or for any other purpose without our prior
written consent.
Very truly yours,
MORRIS, NICHOLS, ARSHT & TUNNELL