Exhibit 5.2
January 29, 2002
Radio One Trust I
Radio One Trust II
c/o Radio One, Inc.
5900 Princess Garden Parkway, 7th Floor
Lanham, Maryland 20706
Re: Radio One Trust I and Radio One Trust II
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Ladies and Gentlemen:
We have acted as special Delaware counsel for Radio One, Inc.,
a Delaware corporation (the "Radio One"), Radio One Trust I, a Delaware business
trust ("Trust I"), and Radio One Trust II, a Delaware business trust ("Trust
II") (Trust I and Trust II are hereinafter collectively referred to as the
"Trusts" and sometimes hereinafter individually referred to as a "Trust"), in
connection with the matters set forth herein. At your request, this opinion is
being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of Trust I, dated January 18,
2002, as filed with the office of the Secretary of State of the State of
Delaware (the "Secretary of State") on January 22, 2002;
(b) The Certificate of Trust of Trust II, dated January 18,
2002, as filed with the Secretary of State on January 22, 2002;
(c) The Trust Agreement of Trust I, dated as of January 18,
2002, between the Company and the trustee of Trust I named therein;
(d) The Trust Agreement of Trust II, dated as of January 18,
2002, between the Company and the trustee of Trust II named therein;
Radio One Trust I
Radio One Trust II
January 29, 2002
Page 2
(e) The Registration Statement (the "Registration Statement")
on Form S-3, including a preliminary prospectus (the "Prospectus"), relating to
the Trust Preferred Securities of the Trusts representing preferred undivided
beneficial interests in the assets of the Trusts (each, a "Trust Preferred
Security" and collectively, the "Trust Preferred Securities"), to be filed by
the Company and the Trusts with the Securities and Exchange Commission on or
about January 24, 2002;
(f) A form of Amended and Restated Trust Agreement for each of
the Trusts, to be entered into between the Company, the trustees of the Trust
named therein, and the holders, from time to time, of the undivided beneficial
interests in the assets of such Trust (including Annex I and Exhibits A-1 and
A-2 thereto) (collectively, the "Trust Agreements" and individually, a "Trust
Agreement"), attached as an exhibit to the Registration Statement; and
(g) A Certificate of Good Standing for each of the Trusts,
dated January 24, 2002, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreements.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (g) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (g) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that each of
the Trust Agreements constitutes the entire agreement among the parties thereto
with respect to the subject matter thereof, including with respect to the
creation, operation and termination of the applicable Trust, and that the Trust
Agreements and the Certificates of Trust are in full force and effect and have
not been amended, (ii) except to the extent provided in paragraph 1 below, the
due organization or due formation, as the case may be, and valid existence in
good standing of each party to the documents examined by us under the laws of
the jurisdiction governing its organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all
Radio One Trust I
Radio One Trust II
January 29, 2002
Page 3
documents examined by us, (vi) the receipt by each Person to whom a Trust
Preferred Security is to be issued by the Trusts (collectively, the "Trust
Preferred Security Holders") of a Trust Preferred Security Certificate for such
Trust Preferred Security and the payment for such Trust Preferred Security, in
accordance with the Trust Agreements and the Registration Statement, and (vii)
that the Trust Preferred Securities are issued and sold to the Trust Preferred
Security Holders in accordance with the Trust Agreements and the Registration
Statement. We have not participated in the preparation of the Registration
Statement and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. Each of the Trusts has been duly created and is validly
existing in good standing as a business trust under the Business Trust Act.
2. The Trust Preferred Securities of each Trust will represent
valid and, subject to the qualifications set forth in paragraph 3 below, fully
paid and nonassessable undivided beneficial interests in the assets of the
applicable Trust.
3. The Trust Preferred Security Holders, as beneficial owners
of the applicable Trust, will be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware. We note that the
Trust Preferred Security Holders may be obligated to make payments as set forth
in the Trust Agreements.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, 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
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person for any purpose.
Very truly yours,
/s/ Richards, Layton, & Finger, P.A.
CDK/sek