EXHIBIT 5.1
[GRAYDON, HEAD & RITCHEY LETTERHEAD]
December 12, 1996
Jacor Communications, Inc.
1300 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
Re: Offering of Additional $20,000,000 Aggregate Principal
Amount of 9-3/4% Senior Subordinated Notes due 2006 by
Jacor Communications Company Pursuant to Abbreviated
Registration Statement on Form S-3 Filed with the
Securities and Exchange Commission
----------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Jacor Communications, Inc. ("Company"), a
Delaware corporation, Jacor Communications Company, a Florida corporation and
wholly-owned subsidiary of the Company ("JCC") and the Subsidiary Guarantors
(as defined in the Registration Statement on Form S-3, File No. 333-16469, as
amended, declared effective by the Securities and Exchange Commission on
December 12, 1996 (the "Registration Statement")) in connection with the
offering by JCC of its additional $20,000,000 Aggregate Principal Amount of
9-3/4% Senior Subordinated Notes due 2006 (the "Notes"), as fully and
unconditionally guaranteed by the Company and the Subsidiary Guarantors on a
senior subordinated basis (the "Guarantees"), all of which Notes are being
sold by JCC as set forth in the Registration Statement.
As counsel for the Company, JCC and the Subsidiary Guarantors we have
made such legal and factual examinations and inquiries as we deem advisable
for the purpose of rendering this opinion. In addition, we have examined such
documents and materials, including the Company's Certificate of
Incorporation, as amended, the Company's Bylaws, as amended, JCC's Articles
of Incorporation, JCC's Bylaws, the Subsidiary Guarantors' Articles or
Certificates of Incorporation, the Subsidiary Guarantors' Bylaws or Codes of
Regulations, and other corporate records of the Company, JCC and the
Subsidiary Guarantors, as we have deemed necessary for the purpose of this
opinion.
On the basis of the foregoing, we express the following opinions:
(i) the Notes, when authenticated in accordance with the terms of the
indenture (the "Indenture") to be entered into among JCC, the Company,
the Subsidiary Guarantors and The Bank of New York, as trustee, a copy of which
is filed as an exhibit to
Jacor Communications, Inc.
December 12, 1996
Page 2
the Registration Statement, and delivered and paid for as contemplated by the
Registration Statement, will constitute a valid and binding obligation of
JCC, enforceable against JCC in accordance with its terms and entitled to the
benefits of the Indenture, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally and to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity) and except to the extent that a waiver of rights under any usury laws
may be unenforceable; and
(ii) the Guarantees, when issued by the Company and the Subsidiary
Guarantors upon the authentication and delivery of the Notes, will constitute
a valid and binding obligation of the Company and the Subsidiary Guarantors,
enforceable against the Company and the Subsidiary Guarantors in accordance
with their terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity) and
except to the extent that a waiver of rights under any usury laws may be
unenforceable.
We hereby consent to the filing of this opinion as part of the
above-referenced Abbreviated Registration Statement and amendments thereto
and to the reference to our firm in both the preliminary and final Prospectus
under the caption "Legal Matters."
Very truly yours,
GRAYDON, HEAD & RITCHEY
By: /s/ Richard G. Schmalzl
___________________________________
Richard G. Schmalzl