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Exhibit 5
[Logo]
August 20, 1999
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: Registration of 973,224 Additional Shares of Common Stock of
Citadel Communications Corporation (the "Company") for Issuance
Pursuant to the Exercise of Options Granted or to be Granted
under the Company's 1996 Equity Incentive Plan (the "Plan")
Ladies and Gentlemen:
We are acting as special Nevada counsel for the Company in connection
with the registration by the Company under the Securities Act of 1933, as
amended, of 973,224 shares of Common Stock, par value $0.001 per share, of the
Company (the "Common Stock"), for issuance upon the exercise of options granted
or to be granted under the Plan, on a Registration Statement on Form S-8 (the
"Registration Statement").
This 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. The Law covered by the Opinions
expressed herein is limited to the State of Nevada.
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We have examined originals or copies of each of the documents listed
below:
1. Certificate of Corporate Existence of the Company certified by
the Nevada Secretary of State dated August 2, 1999;
2. The Eighth Amended and Restated Articles of Incorporation of the
Company certified by Nevada's Secretary of State as of August 2,
1999 ("Articles");
3. The Amended and Restated Bylaws of the Company, dated June 26,
1998, certified by the Company's Secretary as of the date hereof;
and
4. Resolutions of the Company's board of directors dated May 24,
1999, June 11, 1999, and June 25, 1999.
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 Company's Secretary, attached hereto as
Exhibit A, with respect to the accuracy of all factual matters contained
therein.
We have assumed that any option agreement between the Company and a
recipient of any option granted under the Plan is valid, binding and
enforceable under the laws of the jurisdiction governing any such agreement.
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 as
contemplated by the Plan, will be duly authorized, validly
issued, fully paid and nonassessable.
We express no opinion concerning any securities law or rule. This
Opinion Letter is intended solely for use in connection with the registration of
the Common Stock as described in the Registration Statement, and it may not be
relied upon for any other purpose, or reproduced or filed publicly, without the
written consent of this firm; provided, however, 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
LIONEL SAWYER & COLLINS
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Exhibit A
CITADEL COMMUNICATIONS CORPORATION
SECRETARY'S CERTIFICATE
The undersigned, Donna L. Heffner, 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 elected and presently acting 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 1 is a copy of the Company's Eighth
Amended and Restated Articles of Incorporation, certified by Nevada's Secretary
of State as of August 2, 1999. Such articles have not been amended, modified,
annulled or revoked and are in full force and effect.
3. Attached hereto as Exhibit 2 is a copy of the Company's bylaws,
dated June 26, 1998. Such bylaws have not been amended, modified, annulled or
revoked and are in full force and effect.
4. Attached hereto as Exhibit 3 are resolutions of the Company's Board
of Directors dated May 24, 1999, June 11, 1999, and June 25, 1999. Except as set
forth therein, such resolutions, as they relate to the Citadel Communications
Corporation 1996 Equity Incentive Plan (the "Plan") have not been amended,
modified, annulled or revoked and are in full force and effect.
5. On July 27, 1999, stockholders holding a majority of the shares of
the Company's capital stock entitled to vote on an amendment to the Plan present
in person or by proxy at a meeting of the Company's stockholders at which a
quorum was present, approved an amendment to the Plan, increasing the number of
shares of Common Stock available for issuance thereunder (or which may be used
to provide a basis for measurement of an award under the Plan) to 2,400,585
shares. Such approval has not been amended, modified, annulled or revoked and
remains in full force and effect.
6. The number of shares of the Company's common stock either
outstanding or otherwise reserved does not exceed 37,000,000.
In witness whereof, I have hereunto set my hand this 20th day of
August, 1999.
/s/ Donna L. Heffner
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Donna L. Heffner
Secretary
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EXHIBIT 1
ARTICLES OF INCORPORATION
[DELETED BUT ON FILE WITH LIONEL SAWYER & COLLINS]
EXHIBIT 2
BYLAWS
[DELETED BUT ON FILE WITH LIONEL SAWYER & COLLINS]
EXHIBIT 3
BOARD RESOLUTIONS
[DELETED BUT ON FILE WITH LIONEL SAWYER & COLLINS]