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                                                                       Exhibit 5

                [ECKERT SEAMANS CHERIN & MELLOTT, LLC LETTERHEAD]

                                December 16, 1998








Citadel Broadcasting Company
Citadel License, Inc.
140 South Ash Avenue
Tempe, AZ  85218

Ladies and Gentlemen:

This opinion is rendered in connection with the Registration Statement 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
$115,000,000 in aggregate principal amount of the Company's 9-1/4% Senior
Subordinated Notes due 2008 (the "Exchange Notes"), which are being offered
pursuant to an exchange offer (the "Exchange Offer") in exchange for the
Company's outstanding 9-1/4% Senior Subordinated Notes due 2008 (the "Initial
Notes"). The Registration Statement also registers the Guarantor's guarantee of
the Exchange Notes (the "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 November 19, 1998 (the
"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
Registration Statement, the conduct of all corporate proceedings relating to the
issuance of the Exchange Notes 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 Indenture and issued and delivered in
       accordance with the terms of the Exchange Offer and the Indenture, will
       constitute valid and binding obligations of the Company in accordance
       with their terms, subject to bankruptcy, insolvency, reorganization,
       receivership, fraudulent conveyance or


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                [ECKERT SEAMANS CHERIN & MELLOTT, LLC LETTERHEAD]

                               December 16, 1998


       transfer, moratorium and other laws of general applicability relating to
       or affecting creditors' rights and to general equitable principles.

3.     The 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 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.

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. In giving such consent, we do not thereby admit that we are "experts"
within the meaning of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission issued thereunder with
respect to any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Eckert Seamans Cherin & Mellott, LLC

ECKERT SEAMANS CHERIN & MELLOTT, LLC

BDR/VMK:blk