EXHIBIT 5.1
[GRAYDON, HEAD & RITCHEY LETTERHEAD]
May 15, 1997
Jacor Communications, Inc,.
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Re: Registration on Abbreviated Registration Statement on Form S-3 of
$50,000,000 of Securities of Jacor Communications, Inc., Jacor
Communications Company, and the Subsidiary Guarantors
Ladies and Gentlemen:
We have acted as counsel to Jacor Communications, Inc., a Delaware
corporation ("Jacor"), Jacor Communications Company, a Florida corporation and
wholly-owned subsidiary of Jacor ("JCC"), and certain Jacor and JCC direct and
indirect subsidiaries (the "Subsidiary Guarantors"), in connection with the
authorization of the possible issuance and sale from time to time by Jacor or
JCC of an additional $50,000,000 of (i) certain convertible debt securities of
Jacor (the "Jacor Convertible Debt Securities"), (ii) shares of Jacor's
preferred stock, par value $.01 per share (the "Jacor Preferred Stock"), (iii)
shares of convertible Jacor Preferred Stock (the "Jacor Convertible Preferred
Stock"), (iv) shares of Jacor Preferred Stock issued in the form of depositary
shares evidenced by depositary receipts (the "Jacor Depositary Shares"), (v)
shares of Jacor's common stock, par value $.01 par share (the "Jacor Common
Stock"), (vi) certain debt securities of JCC (the "JCC Debt Securities"), (vii)
certain convertible JCC Debt Securities (the "JCC Convertible Debt Securities"),
and (viii) certain guarantees by Jacor and the Subsidiary Guarantors of the JCC
Debt Securities and the JCC Convertible Debt Securities and by JCC and the
Subsidiary Guarantors of the Jacor Convertible Debt Securities (collectively,
the "Guarantees"), in each case as contemplated by Jacor's, JCC's and the
Subsidiary Guarantors' Abbreviated Registration Statement on Form S-3 and any
amendments thereto filed with the Securities and Exchange Commission (the
"Registration Statement"). The Jacor Convertible Debt Securities, Jacor
Preferred Stock, Jacor Convertible Preferred Stock, Jacor Depositary Shares,
Jacor Common Stock, JCC Debt Securities, JCC Convertible Debt Securities, and
Guarantees are collectively referred to herein as the "Securities." Except as
otherwise defined herein, capitalized terms that are defined in the Registration
Statement are used herein as so defined.
As counsel for Jacor, JCC, and the Subsidiary Guarantors, we have examined
such documents, records, and matters of law as we have deemed necessary for
purposes of this opinion. Based on such examination and on the assumptions set
forth below, we are of the opinion that:
1. The Jacor Convertible Debt Securities, JCC Debt Securities, and JCC
Convertible Debt Securities, when (a) duly executed by Jacor or JCC, as
applicable, and authenticated by the applicable Trustee in accordance with
the provisions of the applicable Indenture and issued and sold in accordance
with the Registration Statement and (b) delivered to the purchaser or
purchasers thereof upon receipt by Jacor or JCC, as applicable, of such
lawful consideration therefor as Jacor's or JCC's Board of Directors, as
applicable (or a duly authorized committee thereof or a duly authorized
officer of Jacor or JCC, as applicable), may determine, will be valid and
binding obligations of Jacor or JCC, as applicable, enforceable against
Jacor or JCC, as applicable, in accordance with their terms and entitled to
the benefits of the applicable 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.
2. The Jacor Common Stock, when (a) issued and sold in accordance with
the Registration Statement and (b) delivered to the purchaser or purchasers
thereof upon receipt by Jacor of such lawful consideration therefor as
Jacor's Board of Directors (or a duly authorized committee thereof or a duly
authorized officer of Jacor) may determine, assuming that Jacor at such time
has authorized, but unissued shares of Jacor Common Stock remaining under
its Certificate of Incorporation, will be validly issued, fully paid, and
nonassessable.
3. The Jacor Preferred Stock and Jacor Convertible Preferred Stock,
when (a) issued and sold in accordance with the Registration Statement and
the provisions of an applicable Certificate of Designation that has been
duly adopted by the Board of Directors of Jacor and duly filed in accordance
with Delaware law and (b) delivered to the purchaser or purchasers thereof
upon receipt by Jacor of such lawful consideration therefor as Jacor's Board
of Directors (or a duly authorized committee thereof or a duly authorized
officer of Jacor) may determine, will be validly issued, fully paid, and
nonassessable.
4. The Jacor Depositary Shares, when (a) the terms of the Jacor
Depositary Shares and of their issuance and sale have been duly established
in conformity with the deposit agreement relating to such Jacor Depositary
Shares so as not to violate any applicable law or result in a default under
or breach of any agreement or instrument then binding upon Jacor, (b) the
Jacor Preferred Stock which is represented by Jacor Depositary Shares is
validly issued and delivered (as contemplated above) to the depositary, (c)
the depositary receipts evidencing the Jacor Depositary Shares are duly
issued against the deposit of the Jacor Preferred Stock in accordance with
the deposit agreement, and (d) the Jacor Depositary Shares are issued in the
manner and for the consideration contemplated by the Registration Statement,
the Prospectus contained therein, and the applicable Prospectus Supplement,
the Jacor Depositary Shares will be validly issued.
5. The Guarantees, when (a) the terms thereof have been duly
established in accordance with applicable law, (b) the Jacor Convertible
Debt Securities, JCC Debt Securities, and JCC Convertible Debt Securities to
which the Guarantees relate have been duly executed, authenticated, and
delivered and the purchase price therefor has been received by Jacor or JCC,
as applicable, and (c) the consideration, if any, separately payable for the
Guarantees has been received, will constitute valid and legally binding
obligations of Jacor, JCC and/or the Subsidiary Guarantors, as applicable,
enforceable against Jacor, JCC and/or the Subsidiary Guarantors, as
applicable, 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.
In rendering the foregoing opinions, we have assumed that (i) the definitive
terms of each class and series of the Securities not presently provided for in
the applicable Indenture or Jacor's Certificate of Incorporation or JCC's
Articles of Incorporation, as applicable, will have been established in
accordance with all applicable provisions of law, the applicable Indenture,
Jacor's Certificate of Incorporation and By-Laws or JCC's Articles of
Incorporation and Bylaws, as applicable, and the authorizing resolutions of
Jacor's or JCC's Board of Directors, as applicable, and reflected in appropriate
documentation approved by us and, if applicable, duly executed and delivered by
Jacor or JCC, as applicable, and any other appropriate party, (ii) the interest
rate on the Jacor Convertible Debt Securities, JCC Debt Securities or JCC
Convertible Debt Securities will not be higher than the maximum lawful rate
permitted from time to time under applicable law, (iii) any Securities
consisting of Jacor Common Stock or Jacor Preferred Stock, and any Jacor Common
Stock or Jacor Preferred Stock for or into which any other Securities are
exercisable, exchangeable, or convertible, will have been duly authorized and
reserved for issuance, (iv) the deposit agreement relating to the Depositary
Shares will have been duly authorized, executed, and delivered by, and will
constitute a valid and binding obligation of, each party thereto, (v) the
instruments relating to the Guarantees will have been duly authorized, executed,
and delivered by, and will constitute a valid and binding obligation of, each
party thereto, (vi) the Registration Statement, and any amendments thereto, will
have become effective, (vii) a Prospectus Supplement describing each class or
series of Securities offered pursuant to the Registration Statement will have
been filed with the Commission, (viii) the resolutions authorizing Jacor, JCC,
and the Subsidiary Guarantors to register, offer, sell, and issue the Securities
will remain in effect and unchanged at all times during which the Securities are
offered, sold, or
issued by Jacor, JCC, and the Subsidiary Guarantors, and (ix) all Securities
will be issued in compliance with applicable federal and state securities laws.
In rendering the foregoing opinions, we have relied as to certain factual
matters upon certificates of officers of Jacor, JCC, and the Subsidiary
Guarantors, and we have not independently checked or verified the accuracy of
the statements contained therein. In rendering the foregoing opinions, our
examination of matters of law has been limited to the laws of the State of Ohio,
the General Corporation Law of the State of Delaware, and the federal laws of
the United States of America, as in effect on the date hereof.
We understand that prior to offering for sale any Securities you will advise
us in writing of the terms of such offering and of such Securities, will afford
us an opportunity to review the operative documents (including the applicable
Prospectus Supplement) pursuant to which the Securities are to be offered, sold,
and issued, and will file as an exhibit to the Registration Statement such
supplement or amendment to this opinion (if any) as we may reasonably consider
necessary or appropriate by reason of the terms of such Securities or any
changes in Jacor's, JCC's, or the Subsidiary Guarantors' capital structure or
other pertinent circumstances.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and amendments thereto and to the reference to us in the
Prospectus under the caption "Validity of Securities" and in the Prospectus
Supplement under the caption "Legal Matters."
Very truly yours,
GRAYDON, HEAD & RITCHEY
By: /s/ RICHARD G. SCHMALZL
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Richard G. Schmalzl