[Goodwin, Procter & Hoar  LLP Letterhead]



                                August   , 1997



Outdoor Communications, Inc.
512 Taylor Street
Corinth, MS  38834

Ladies and Gentlemen:

     We are furnishing this opinion in connection with the Registration
Statement on Form S-1 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act") filed on June 4, 1997 by Outdoor
Communications, Inc. (the "Company") and each of the subsidiaries of the Company
listed as Additional Registrants in the Registration Statement (the "Subsidiary
Guarantors") relating to $100,000,000 aggregate principal amount of Senior
Subordinated Notes (the "Notes") to be issued and sold by the Company and
guaranteed (the "Guarantees") by the Subsidiary Guarantors.  The Notes are to be
issued pursuant to an Indenture (the "Indenture") between the Company and First
Union National Bank, as trustee (the "Trustee"), the proposed form of which is
filed as an exhibit to the Registration Statement.

     We have acted as your counsel in connection with the Registration Statement
and are familiar with the proceedings taken by the Company in connection with
the authorization, issuance and sale of the Notes.  We have made such
examination as we consider necessary to render this opinion.

          We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America, the Commonwealth of
Massachusetts and the General Corporation Law of the State of Delaware.

     Based upon the foregoing, we are of the opinion that:

     1.   Upon the due execution and delivery of the Indenture by the Company
and the Trustee and the due execution, authentication and delivery of the Notes
in accordance with the Indenture against payment therefor as contemplated by the
Registration Statement, the Notes will be valid and legally binding obligations
of the Company.

 
Outdoor Communications, Inc.
August  , 1997
Page 2


     2.   When the Notes are duly issued and delivered by the Company and at the
time any subsidiary of the Company becomes a Subsidiary Guarantor, the Guarantee
of such Subsidiary Guarantor will be the valid and legally binding obligations
of such Subsidiary Guarantor.

     The opinions set forth above are qualified to the extent that the validity
or enforceability of any provisions of any instrument or document or any rights
granted thereunder may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws from time to time in effect relating
to or affecting the rights of creditors generally (including such as may limit
the effect of waivers or debtors' or guarantors' rights) and by equitable
limitations (whether raised at a proceeding in law or in equity) on the
availability of certain rights and remedies including specific enforcement.
Furthermore, in rendering the foregoing opinions, we express no opinion as to
federal or state laws relating to fraudulent transfers.

     We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference to our firm under the caption
"Certain Legal Matters" in the Prospectus filed as part thereof.

                                    Very truly yours,



                                    GOODWIN, PROCTER & HOAR LLP