Exhibit 5.1
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[K&E LETTERHEAD]
August 6, 2001
Radio One, Inc.
5900 Princess Garden Parkway
8th Floor
Lanham, Maryland 20706
Re: Radio One, Inc.,
Registration Statement on Form S-3
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Dear Ladies and Gentlemen:
We are acting as counsel to Radio One, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), of a Registration Statement on Form S-3, File No. 333-58436
(the "Registration Statement") pertaining to the registration by the Company of
(i) 5,000,000 shares of the Company's class D common stock, par value $.001 per
share, to be registered for the Company (the "Primary Shares"), and (ii)
2,143,000 shares of the Company's class D common stock, par value $.001 per
share, to be registered for the selling stockholders listed in the Registration
Statement (the "Secondary Shares"). The Primary Shares and the Secondary Shares
are hereafter collectively referred to as the "Shares."
We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents, corporate records and other instruments as
we have deemed necessary for the purposes of this opinion, including the
following: (i) the Amended and Restated Certificate of Incorporation of the
Company, as amended to the date hereof, (ii) the Amended and Restated Bylaws of
the Company, as amended to the date hereof, and (iii) certain resolutions
adopted by the Board of Directors of the Company. In addition, we have made
such other and further investigations as we have deemed necessary to enable us
to express the opinions hereinafter set forth.
Radio One, Inc.
August 6, 2001
Page 2
Based upon the foregoing and having regard to legal considerations that we
deem relevant, and subject to the comments and qualifications set forth below,
it is our opinion that (i) the Shares have been duly authorized, and (ii) the
Shares, when issued by the Company, will be duly and validly issued, fully paid
and non-assessable.
For purposes of this opinion, we have with your permission made the
following assumptions, in each case without independent verification: (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to the originals of all documents submitted to us as copies, (iii) the
authenticity of the originals of all documents submitted to us as copies, (iv)
the genuineness of the signatures of persons signing all documents in connection
with which this opinion is rendered, (v) the authority of such persons signing
all documents on behalf of the parties thereto and (vi) the due authorization,
execution and delivery of all documents by the parties thereto.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the section
entitled "Legal Matters" in the prospectus included in the Registration
Statement. In giving such consent, we do not thereby concede that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations promulgated thereunder.
We do not find it necessary for purposes of this opinion to cover, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the offering and sale of the Shares.
This opinion shall be limited to the laws of the State of Delaware. This
opinion is furnished to you in connection with the filing of the Registration
Statement and is not to be used, circulated, quoted or otherwise relied upon for
any other purpose.
Very truly yours,
/s/ Kirkland & Ellis
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KIRKLAND & ELLIS