EXHIBIT 5.2
[Letterhead of Morris, Nichols, Arsht & Tunnell]
October 15, 1999
The HBC Trusts
(as defined below)
c/o Hispanic Broadcasting Corporation
3102 Oak Lawn Avenue, Suite 215
Dallas, Texas 75219
Re: THE HBC TRUSTS (AS DEFINED BELOW)
Ladies and Gentlemen:
We have acted as special Delaware counsel to HBC Capital Trust I
(formerly known as Heftel Capital Trust I) and HBC Capital Trust II (formerly
known as Heftel Capital Trust II), each a Delaware statutory business trust
(collectively referred to herein as the "HBC Trusts" and each, individually, as
a "HBC Trust"), in connection with certain matters relating to the creation of
the HBC Trusts and the proposed issuance of Preferred Securities therein to
beneficial owners pursuant to and as described in the Registration Statement
(and the Prospectus forming a part thereof) on Form S-3 filed with the
Securities and Exchange Commission (the "Commission") by the HBC Trusts and
Hispanic Broadcasting Corporation (formerly known as Heftel Broadcasting
Corporation) (the "Corporation") on or about the date hereof (the "Registration
Statement"). Capitalized terms used herein and not otherwise herein defined are
used with respect to each HBC Trust as defined in the form of Amended and
Restated Declaration of Trust of such HBC Trust that was filed as an exhibit to
the Corporation's Registration Statement on Form S-3 (Reg. No. 333-42171) and
incorporated by reference in the Registration Statement (the form of Amended and
Restated Declaration of each HBC Trust is referred to herein as a "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 each HBC Trust as filed in the Office of the Secretary of State of the State
of Delaware (the "State Office") on November 6, 1997 (the Certificate of Trust
of each HBC Trust is referred to herein as a " Certificate"); the Certificate of
Amendment to Certificate of Trust of each HBC Trust as filed in the State Office
on September 17, 1999 (the Certificate of Amendment to Certificate of Trust of
each HBC Trust is referred to herein as a "Certificate Amendment"); the
Declaration of Trust of each HBC Trust dated as of November 6, 1997 (the
Declaration of Trust of each HBC Trust is referred to herein as an "Original
Governing Instrument"); the Governing Instrument; the form of Junior
Subordinated Indenture to be entered into between the Corporation and the Bank
of New York, as Trustee; the form of Guarantee Agreement to be made by the
Corporation with respect to each HBC Trust; the Registration Statement; and a
certification of good standing of each HBC 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
The HBC Trusts
October 15, 1999
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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 HBC Trusts) 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 with respect to each HBC Trust; (iii) that the
name change of each HBC Trust reflected in each Certificate Amendment was
duly adopted by such HBC Trust; (iv) that the Corporation or the Regular
Trustees (or both) will, prior to the first issuance of Preferred Securities
by any HBC Trust, duly enter into an underwriting agreement on behalf of each
HBC Trust relating to the Preferred Securities to be issued by such HBC Trust
which shall provide for the terms and conditions upon which such Preferred
Securities shall be issued (the "Underwriting Agreement"); (v) that the
Corporation, the Bank of New York, the Bank of New York (Delaware) and the
appropriate Regular Trustees will duly authorize, execute and deliver the
applicable Governing Instrument, and all other documents contemplated thereby
or by the Registration Statement to be executed in connection with the
issuance by each HBC Trust of Preferred Securities, in each case prior to the
first issuance of Preferred Securities; (vi) that the Preferred Securities of
each HBC Trust will be offered and sold pursuant to the Registration
Statement and a prospectus supplement that will be consistent with, and
accurately describe, the terms of the applicable Governing Instrument and the
applicable Guarantee Agreement relating to each such HBC Trust and all other
relevant documents; (vii) that no event has occurred subsequent to the filing
of any Certificate that would cause a dissolution or liquidation of any HBC
Trust under the applicable Original Governing Instrument or the applicable
Governing Instrument; (viii) that the activities of each HBC Trust have been
and will be conducted in accordance with its Original Governing Instrument or
its Governing Instrument, as applicable, and the Delaware Business Trust Act,
12 DEL. C. Sections 3801 ET SEQ. (the "Delaware Act"); (ix) that each Holder
of Preferred Securities of a HBC Trust has, or prior to the first issuance of
Preferred Securities of such HBC Trust will have, made payment of the
required consideration therefor and received a Preferred Securities
Certificate of such HBC Trust in consideration thereof in accordance with the
terms and conditions of the applicable Governing Instrument, the Registration
Statement, the applicable prospectus supplement and the Underwriting
Agreement and that the Preferred Securities of each HBC Trust are otherwise
issued and sold in accordance with the terms, conditions, requirements and
procedures set forth in the applicable Governing Instrument, the Registration
Statement, the applicable prospectus supplement and the Underwriting
Agreement; and (ix) 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. No opinion is expressed
with respect to the requirements of, or compliance with, federal or state
securities or blue sky laws. We have not participated in the preparation of
the Registration Statement or any other offering material relating to the
Preferred Securities, and we assume no responsibility for their contents. As
to any fact material to our opinion, other than those assumed, we have relied
without independent investigation on the above-referenced documents and
certificates 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. Each HBC Trust is a duly formed and validly existing statutory
business trust in good standing under the laws of the State of Delaware.
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October 15, 1999
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2. The Preferred Securities of each HBC Trust, upon issuance, will
constitute validly issued and, subject to the qualifications set forth in
paragraph 3 below, fully paid and non-assessable beneficial interests in the
assets of such HBC Trust.
3. Under the Delaware Act and the terms of the applicable Governing
Instrument, each Preferred Security Holder of a HBC 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 of a HBC
Trust who is, was or may become a named Trustee of such HBC Trust. We note that
pursuant to Section 11.04 of each Governing Instrument, each HBC Trust may
withhold amounts otherwise distributable to a Holder of such HBC Trust 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 each Governing Instrument,
Preferred Security Holders of a HBC Trust 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 under the heading "Legal
Opinions" 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 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 addressees 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,
/s/ MORRIS, NICHOLS, ARSHT & TUNNELL
MORRIS, NICHOLS, ARSHT & TUNNELL