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Exhibit 5.6
[LIONEL SAWYER & COLLINS LETTERHEAD]
February 8, 2000
Citadel Communications Corporation
City Center West
7201 West Lake Mead Boulevard
Suite 400
Las Vegas, Nevada 89128
Eckert Seamans Cherin & Mellott, LLC
600 Grant Street
44th Floor
Pittsburgh, Pennsylvania 15219
Re: Offering of Common Stock of Citadel Communications
Corporation, a Nevada corporation (the "Company")
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Ladies and Gentlemen:
You have requested our opinion as special Nevada counsel for the
Company in connection with the offering of up to 4,750,000 shares of newly
issued shares of the Company's common stock, par value $.001 per share (the
"Common Stock"), and if the Underwriters' (as set forth on the attached Exhibit
1), over-allotment is exercised, up to 500,000 shares of the Company's common
stock by certain stockholders of the Company ("Selling Stockholders"), as set
forth on Schedule 2 to the Underwriting Agreement (defined below) (the "Selling
Stockholders' Shares"), to be offered to the public under the Registration
Statement on Form S-3 (File No. 333-92593) filed by the Company, Citadel
Broadcasting Company, a Nevada corporation ("Broadcasting"), CCC Capital Trust
I, and CCC Capital Trust II with the Securities and Exchange Commission ("SEC"),
on December 13, 1999, and as amended by Amendment No. 1 thereto filed with the
SEC on January 10, 2000 (the "Registration Statement"). The Registration
Statement includes a base prospectus relating to offerings of common stock and
preferred stock of the Company and is supplemented by a prospectus supplement
dated February 8, 2000 (the "Prospectus Supplement", and when taken together
with said base prospectus, the "Prospectus").
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LIONEL SAWYER & COLLINS
ATTORNEYS AT LAW
Citadel Communications Corporation and
Eckert Seamans Cherin & Mellott, LLC
February 8, 2000
Page 2
This Opinion Letter ("Opinion Letter"), is governed by, and shall be
interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence, it is subject to a number
of qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction therewith. Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed thereto in the
Accord. The Law covered by the opinions expressed herein is limited to the
State of Nevada.
We have examined originals or copies of each of the documents listed
below:
1. Certificate of Corporate Existence of the Company from the
Nevada Secretary of State dated February 1, 2000.
2. The Eighth Amended and Restated Articles of Incorporation of
the Company, certified by the Nevada Secretary of State as of
February 1, 2000.
3. The Amended and Restated Bylaws of the Company dated June 26,
1998, certified as of the date hereof by the Secretary of the
Company.
4. Resolutions of the Board of Directors of the Company,
certified as of the date hereof by the Assistant Secretary of
the Company, and as set forth on the Assistant Secretary's
Certificate attached hereto as Exhibit 2.
5. The Registration Statement.
6. The Prospectus.
7. The Underwriting Agreement by and between the Company, the
Selling Stockholders, and the Underwriters dated February 8,
2000 (the "Underwriting Agreement").
We have examined originals or copies of such other corporate records
and certificates of corporate officers and public officials as we have deemed
necessary or advisable for purposes of this Opinion Letter. We have relied upon
the certificates of all public officials and corporate officers, including, but
not limited to, the certificate of the Assistant Secretary of the Company,
attached hereto as Exhibit 1, with respect to the accuracy of all factual
matters contained therein.
We have assumed that the Company's business is as set forth in the
Registration Statement (which for purposes of this opinion shall include the
documents filed by the Company with the Securities and Exchange Commission set
forth on Exhibit 3 attached hereto), and the Prospectus Supplement.
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LIONEL SAWYER & COLLINS
ATTORNEYS AT LAW
Citadel Communications Corporation and
Eckert Seamans Cherin & Mellott, LLC
February 8, 2000
Page 3
Based upon the foregoing, and subject to the following, it is our
opinion that:
1. The Company is a corporation, duly incorporated, validly
existing and in good standing under the laws of the State of
Nevada.
2. The Common Stock, when issued, delivered and paid for in
accordance with the Underwriting Agreement, will be duly
authorized, validly issued, fully paid and nonassessable.
3. The Selling Stockholders' Shares have been duly authorized and
validly issued and are fully paid and nonassessable.
We hereby consent to the filing of this Opinion Letter as an exhibit
to the Registration Statement. In giving this consent, we do not hereby admit
that we are in a category of persons whose consent is required pursuant to
Section 7 of the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Lionel Sawyer & Collins
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LIONEL SAWYER & COLLINS
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LIONEL SAWYER & COLLINS
ATTORNEYS AT LAW
Exhibit 1
THE UNDERWRITERS
Credit Suisse First Boston Corporation
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Prudential Securities Incorporated
Salomon Smith Barney Inc.
FleetBoston Robertson Stephens Inc.
Banc of America Securities LLC
Bear, Stearns & Co. Inc.
Deutsche Bank Securities Inc.
Donaldson, Lufkin & Jenrette Securities Corporation
First Union Securities, Inc.
Goldman, Sachs & Co.
ING Barings LLC
Lazard Freres & Co. LLC
Thomas Weisel Partners LLC
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LIONEL SAWYER & COLLINS
ATTORNEYS AT LAW
Exhibit 2
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ASSISTANT SECRETARY'S CERTIFICATE
(to be attached)
Exhibit 3
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CERTAIN DOCUMENTS FILED BY THE COMPANY WITH THE
SECURITIES AND EXCHANGE COMMISSION
Exhibit 3 deleted but on file in the offices of Lionel Sawyer & Collins
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CITADEL COMMUNICATIONS CORPORATION
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Susan M. Kaiser, Assistant Secretary of Citadel
Communications Corporation, a Nevada corporation (the "Company"), does hereby
certify as of the date hereof as follows:
1. I am the duly appointed and presently acting Assistant Secretary of
the Company and as such have had access to the corporate records of the Company
and am familiar with the matters therein contained and herein certified.
2. Attached hereto as Exhibit "A" is a true, correct and complete copy of
resolutions duly adopted by the board of directors of the Company, as of January
18, 2000, authorizing and approving the issuance of shares of the Company's
common stock (the "Shares"). These resolutions remain in full force and effect
and have not been amended, modified or supplemented and are the only resolutions
dealing with the subject matter thereof.
3. Immediately prior to the Shares being issued, the number of shares of
the Company's common stock issued and outstanding or otherwise reserved through
options, warrants, conversion rights or other agreements or contractual
arrangements entitling the holders or parties thereto to receive shares of the
Company's common stock will not exceed 37,000,000.
4. Attached hereto as Exhibit "B" are true, correct and complete copies
of resolutions duly adopted by the board of directors of the Company, dated
February 21, 1994; December 21, 1994; June 28, 1996; December 18, 1996;
November 25, 1997; and January 16, 1999, respectively, authorizing and
approving the issuance of stock to: (1) certain persons or entities that have
elected to register and sell some or all of their stock in the Company (the
"Selling Stockholders' Shares") or (2) such stockholders' predecessors in
interest. These resolutions remain in full force and effect and, except as set
forth herein or in exhibits hereto, have not been amended, modified or
supplemented and are the only resolutions dealing with the subject matter
thereof. The consideration recited in such resolutions has been received by the
Company and the Selling Stockholders' Shares have been issued and delivered.
5. Attached hereto as Exhibit "C" are true, correct and complete copies
of resolutions duly adopted by the board of directors of the Company on October
1, 1993, December 21, 1994, and June 15, 1998, authorizing and approving,
respectively, the issuance of 6 shares of the Company's stock for each share of
the Company's stock held at such time, the issuance of 4 shares of the Company's
stock for each share of the Company's stock held at such time, and the issuance
of 3 shares of the Company's stock for each share of the Company's stock held
at such time, respectively. These resolutions remain in full force and effect
and, except as set forth herein or in Exhibits hereto, have not been amended,
modified or supplemented and are the only resolutions dealing with the subject
matter thereof.
6. Attached hereto as Exhibit "D" are true and correct copies of stock
certificates issued and delivered to: Rio Bravo Enterprise Associates, L.P.;
Donna L. Heffner; D. Robert Proffitt; Stuart R. Stanek; Peter J. Benedetti; DVS
Management, Inc. (collectively, the "Certificates"). The Certificates have not
been cancelled, voided, revoked, or otherwise redeemed in any way by the
Company.
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7. Attached hereto as Exhibit "E" is a true, correct and complete copy of
the Company's Amended and Restated Bylaws, adopted June 26, 1998. These Amended
and Restated Bylaws remain in full force and effect, and have not been amended,
modified or supplemented.
8. True, correct and complete stock ledgers of the Company for the period
from the inception of the Company until June 28, 1998, have been made available
to Lionel Sawyer & Collins.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of February,
2000.
/s/ Susan M. Kaiser
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Susan M. Kaiser, Assistant Secretary
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Exhibit A
Stock Issuance Resolution
Exhibit A deleted but on file in the offices of Lionel Sawyer & Collins
Exhibit B
Shareholder Stock Issuance Resolutions
Exhibit B deleted but on file in the offices of Lionel Sawyer & Collins
Exhibit C
Stock Split Resolutions
Exhibit C deleted but on file in the offices of Lionel Sawyer & Collins
Exhibit D
True and correct copies of Selling Shareholders' stock certificates offered
Exhibit D deleted but on file in the offices of Lionel Sawyer & Collins
Exhibit E
Amended and Restated Bylaws
Exhibit E deleted but on file in the offices of Lionel Sawyer & Collins