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Exhibit 5
ECKERT SEAMANS CHERIN & MELLOTT, LLC
600 GRANT STREET, 42ND FLOOR
PITTSBURGH, PENNSYLVANIA 15219
December 8, 1997
Citadel Broadcasting Company
Citadel License, Inc.
1256 E. Dines Point Road
Greenbank, WA 98253
Ladies and Gentlemen:
This opinion is rendered in connection with Amendment No. 1 to the Registration
Statement (No. 333-36771) on Form S-4 (the "Registration Statement") of Citadel
Broadcasting Company, a Nevada corporation (the "Company"), and Citadel License,
Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (the
"Guarantor"), relating to $101,000,000 in aggregate principal amount of the
Company's Series B 10-1/4% Senior Subordinated Notes due 2007 (the "Exchange
Notes") and 1,065,514 shares of the Company's 13-1/4% Series B Exchangeable
Preferred Stock (the "Exchange Shares"), which are being offered pursuant to an
exchange offer (the "Exchange Offer") in exchange for the Company's outstanding
10-1/4% Senior Subordinated Notes due 2007 (the "Initial Notes") and shares of
the Company's outstanding 13-1/4% Series A Exchangeable Preferred Stock (the
"Initial Shares"), respectively. The Registration Statement also registers (i)
an indeterminate number of Exchange Shares that may be issued by the Company in
lieu of payment of cash dividends on the Exchange Shares, (ii) an indeterminate
number of the Company's 13-1/4% Exchange Debentures due 2009 (the "Exchange
Debentures") that may be issued, at the Company's option, in exchange for the
Exchange Shares and in lieu of payment of cash interest on the Exchange
Debentures and (iii) the Guarantor's guarantee of the Exchange Notes (the "Notes
Guarantee") and of the Exchange Debentures (the "Debentures Guarantee").
In connection with this opinion, we, as counsel to the Company and the
Guarantor, have examined the Restated Articles of Incorporation of the Company,
the Articles of Incorporation of the Guarantor, the respective Bylaws of the
Company and the Guarantor, the Indenture dated as of July 1, 1997 (the "Notes
Indenture") by and among the Company, the Guarantor and The Bank of New York, as
Trustee, with respect to the Initial Notes and the Exchange Notes, the Indenture
dated as of July 1, 1997 (the "Debentures Indenture") by and among the Company,
the Guarantor and The Bank of New York, as Trustee, with respect to the Exchange
Debentures, the Amended Certificate of the Designations, Voting Powers,
Preferences and Relative, Participating, Optional and Other Special Rights and
Qualifications, Limitations and Restrictions
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of the Initial Shares and the Exchange Shares (the "Certificate of
Designation"), the Registration Statement, the conduct of all corporate
proceedings relating to the issuance of the Exchange Notes, the Exchange Shares
and the Exchange Debentures and such other documents, records and matters of
law as we have considered necessary for the purpose of rendering this opinion.
Based upon the foregoing, we advise you that, in our opinion:
1. Each of the Company and the Guarantor is a corporation validly existing
and in good standing under the laws of the State of Nevada.
2. The Exchange Notes have been duly authorized and, when duly executed by
the proper officers of the Company, duly authenticated by the Trustee in
accordance with the terms of the Notes Indenture and issued and
delivered in accordance with the terms of the Exchange Offer and the
Notes Indenture, will constitute valid and binding obligations of the
Company in accordance with their terms, subject to bankruptcy,
insolvency, reorganization, receivership, fraudulent conveyance or
transfer, moratorium and other laws of general applicability relating to
or affecting creditors' rights and to general equitable principles.
3. The Notes Guarantee, when issued by the Guarantor upon authentication
and delivery of the Exchange Notes in accordance with the terms of the
Exchange Offer and the Notes Indenture, will constitute a valid and
binding obligation of the Guarantor, subject to bankruptcy, insolvency,
reorganization, receivership, fraudulent conveyance or transfer,
moratorium and other laws of general applicability relating to or
affecting creditors' rights and to general equitable principles.
4. The Exchange Shares have been duly authorized and, when duly executed
by the proper officers of the Company, duly countersigned by Transfer
Agent and issued and delivered in accordance with the terms of the
Exchange Offer and the Certificate of Designation, will be validly
issued, fully paid and nonassessable.
5. Subject to further authorization for issuance, the Exchange Debentures
have been duly authorized and, if and when duly authorized for issuance,
duly executed by the proper officers of the Company, duly authenticated
by the Trustee in accordance with the terms of the Debentures Indenture
and issued and delivered in accordance with the terms of the Certificate
of Designation and the Debentures Indenture, will constitute valid and
binding obligations of the Company in accordance with their terms,
subject to bankruptcy, insolvency, reorganization, receivership,
fraudulent conveyance or transfer, moratorium and other laws of general
applicability relating to or affecting creditors' rights and to general
equitable principles.
6. The Debentures Guarantee, when issued by the Guarantor upon
authentication and delivery of the Exchange Debentures in accordance
with the terms of the Certificate of Designation and the Debentures
Indenture, will constitute a valid and binding obligation of the
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Guarantor, subject to bankruptcy, insolvency, reorganization,
receivership, fraudulent conveyance or transfer, moratorium and other
laws of general applicability relating to or affecting creditors' rights
and to general equitable principles.
We hereby consent to being named in the Registration Statement and in the
Prospectus which constitutes a part thereof as counsel for the Company and the
Guarantor who have passed upon legal matters in connection with the securities
to which the Registration Statement and the Prospectus relate. We further
consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ ECKERT SEAMANS CHERIN & MELLOTT, LLC
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Eckert Seamans Cherin & Mellott, LLC