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Exhibit 5.1
[Eckert Seamans Cherin & Mellott, LLC Letterhead]
December 10, 1999
Citadel Communications Corporation
Citadel Broadcasting Company
City Center West
7201 W. Lake Mead Blvd.
Suite 400
Las Vegas, Nevada 89128
Ladies and Gentlemen:
We are acting as counsel to Citadel Communications Corporation, a Nevada
corporation (the "Company"), Citadel Broadcasting Company, a Nevada corporation
("CBC"), and Citadel Capital Trust I and Citadel Capital Trust II (each a
"Trust" and collectively the "Trusts") in connection with the December 10,
1999 filing of a registration statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended.
We have reviewed the Registration Statement, including the prospectus (the
"Prospectus") which is a part of the Registration Statement. The Prospectus
provides that it will be supplemented in the future by one or more supplements
to the Prospectus (each a "Prospectus Supplement"). The Prospectus as
supplemented by one or more Prospectus Supplements will provide for the sale
from time to time of up to $1,000,000,000 aggregate amount of (A)(i) unsecured
senior debt securities, unsecured subordinated debt securities and unsecured
junior subordinated debt securities of the Company (collectively, the "Company
Debt Securities"), (ii) unsecured junior subordinated debt securities of CBC
(the "CBC Debt Securities" and collectively with the Company Debt Securities,
the "Debt Securities"), (iii) guarantees by the Company of the CBC Debt
Securities (the "Debt Guarantees"), (iv) preferred stock of the Company (the
"Preferred Stock"), (v) common stock, par value $0.001 per share, of the Company
(the "Common Stock"), (vi) preferred securities of the Trusts (the "Preferred
Securities"), (vii) guarantees by the Company of the Preferred Securities (the
"Preferred Guarantees"), (viii) warrants of the Company to purchase Debt
Securities, Preferred Stock or Common Stock (the "Warrants"), (ix) stock
purchase contracts to purchase Common Stock or Preferred Stock (the "Purchase
Contracts"), and (x) stock purchase units, each representing ownership of a
Purchase Contract and Debt Securities, Preferred Securities or debt obligations
of the United States of America or agencies or instrumentalities thereof,
securing the holder's obligation to purchase Common Stock or Preferred Stock
under the Purchase Contracts (the "Stock Purchase Units") and (B) shares of
Common Stock by certain stockholders of the Company identified in the Prospectus
(the "Selling Stockholders"). The Registration Statement provides that Debt
Securities may be convertible into shares of Common Stock or shares of Preferred
Stock, and that shares of Preferred Stock may be convertible into shares of
Common Stock. All securities that may be sold by the Company, CBC and the Trusts
will be newly issued.
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The Debt Securities and the Debt Guarantees will be issued pursuant to one or
more indentures in a form filed as an exhibit to the Registration Statement, as
amended or supplemented from time to time (each, an "Indenture"), between the
Company or CBC, as applicable, as obligor, and a trustee chosen by the Company
or CBC, as applicable, and qualified to act as such under the Trust Indenture
Act of 1939, as amended (each, a "Trustee"). The Warrants will be issued under
one or more warrant agreements in the form filed as an exhibit to the
Registration Statement, as amended or supplemented from time to time (each, a
"Warrant Agreement"), by and between the Company and a financial institution
identified therein as warrant agent. The Purchase Contracts will be issued under
one or more Purchase Contract Agreements in the form filed as an exhibit to the
Registration Statement, as amended or supplemented from time to time (each, a
"Purchase Contract Agreement"), by and between the Company and a purchase
contract agent. The Preferred Securities are to be issued from time to time by
each Trust pursuant to an Amended and Restated Declaration of Trust (the
"Amended Declaration") to be filed with the Secretary of State of the State of
Delaware by the Trustee of the relevant Trust. The Preferred Guarantees will be
issued under one or more guarantee agreements in the form filed as an exhibit to
the Registration Statement, as amended or supplemented from time to time (each,
a "Guarantee Agreement"), by and between the Company and a trustee chosen by the
Company and qualified to act as such under the Trust Indenture Act of 1939, as
amended.
We have examined originals or copies certified or otherwise identified to our
satisfaction of such records of the Company, agreements and other instruments,
certificates of public officials and of officers of the Company and such other
documents as we have deemed necessary for the basis for the opinions hereinafter
expressed. In rendering such opinions, we have assumed the genuineness of all
signatures and the authenticity of all documents examined by us. As to various
questions of fact material to such opinions, we have relied upon representations
of the Company. As to matters involving the application of laws of the State of
Nevada, we have relied upon the opinion to the Company and us dated December 10,
1999 of Lionel Sawyer & Collins.
Based upon the foregoing, we are of the opinion that:
1. Assuming that the Indentures, any Debt Securities and any supplemental
indentures to be entered into in connection with the issuance of such
Debt Securities have been duly authorized, when (i) the applicable
Indenture in respect of the Debt Securities has been duly executed and
delivered, (ii) the terms of the Debt Securities have been duly
established in accordance with the applicable Indenture and any
applicable supplemental indenture relating to such Debt Securities so
as not to violate any applicable law or result in a default under or
breach of any agreement or instrument binding upon the Company or CBC,
as applicable, and so as to comply with any requirement or restriction
imposed by any court or governmental or regulatory body having
jurisdiction over the Company or CBC, as applicable, and (iii) the Debt
Securities have been duly executed and authenticated in accordance with
the applicable Indenture and any applicable supplemental indenture
relating to such Debt Securities and duly issued and delivered by the
Company or CBC, as applicable, in the manner contemplated in the
Registration Statement, the Prospectus and any Prospectus Supplement(s)
relating thereto, the Debt Securities (including any Debt Securities
duly issued (a) upon exchange or conversion of
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any shares of Preferred Stock that are exchangeable or convertible into
Debt Securities, (b) upon the exercise of any Warrants exercisable for
Debt Securities or (c) as part of Stock Purchase Units) will constitute
valid and binding obligations of the Company or CBC, as applicable,
enforceable in accordance with their terms, except that (1) the
enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or other similar laws
now or hereinafter in effect relating to or affecting the enforcement
of creditor's rights generally, and (2) the availability of equitable
remedies may be limited by equitable principles of general
applicability (regardless of whether considered in a proceeding at law
or in equity).
2. Assuming that the Indentures, any Debt Guarantees and related Debt
Securities and any supplemental indentures to be entered into in
connection with the issuance of such Debt Guarantees and related Debt
Securities have been duly authorized, when (i) the applicable Indenture
in respect of the Debt Guarantees and related Debt Securities has been
duly executed and delivered, (ii) the terms of the Debt Guarantees and
related Debt Securities have been duly established in accordance with
the applicable Indenture and any applicable supplemental indenture
relating to such Debt Guarantees and related Debt Securities so as not
to violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Company or CBC, as
applicable, and so as to comply with any requirement or restriction
imposed by any court or governmental or regulatory body having
jurisdiction over the Company or CBC, as applicable, (iii) the Debt
Securities have been duly executed and authenticated in accordance with
the applicable Indenture and any applicable supplemental indenture
relating to such Debt Securities, and (iv) the Debt Guarantee and
related Debt Securities have been duly issued and delivered by the
Company or CBC, as applicable, in the manner contemplated in the
Registration Statement, the Prospectus and any Prospectus Supplement(s)
relating thereto, the Debt Guarantees will constitute valid and binding
obligations of the Company enforceable in accordance with their terms,
except that (1) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium
or other similar laws now or hereinafter in effect relating to or
affecting the enforcement of creditor's rights generally, and (2) the
availability of equitable remedies may be limited by equitable
principles of general applicability (regardless of whether considered
in a proceeding at law or in equity).
3. Assuming that a Guarantee Agreement relating to the Preferred
Guarantees and such Preferred Guarantees has been duly authorized, when
(i) the applicable Guarantee Agreement has been duly executed and
delivered so as not to violate any applicable law or result in a
default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed
by any court or governmental or regulatory body having jurisdiction
over the Company, and (ii) the Preferred Securities have been duly
issued and delivered by the applicable Trusts in the manner
contemplated by the Registration Statement, the Prospectus and any
Prospectus Supplement(s) relating thereto, the Preferred Guarantees
will constitute binding obligations of the Company, enforceable in
accordance with their terms, except that (a) the enforceability thereof
may be limited by bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or similar laws now or hereinafter in effect
relating to or
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affecting the enforcement of creditors' rights generally, and (b) the
availability of equitable remedies may be limited by equitable
principles of general applicability (regardless of whether considered
in a proceeding at law or in equity).
4. Assuming that a Warrant Agreement relating to the Warrants and such
Warrants, have been duly authorized, when (i) the Warrant Agreement has
been duly executed and delivered, (ii) the terms of the Warrants and of
their issuance and sale have been duly established in conformity with
the Warrant Agreement relating to such Warrants so as not to violate
any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply
with any requirement or restriction imposed by any court or
governmental or regulatory body having jurisdiction over the Company,
and (iii) the Warrants have been duly executed and countersigned in
accordance with the Warrant Agreement relating to such Warrants, and
issued and sold in the form and in the manner contemplated in the
Registration Statement, the Prospectus and any Prospectus Supplement(s)
relating thereto, such Warrants will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms,
except that (a) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium
or other similar law now or hereinafter in effect relating to or
affecting creditors' rights generally, and (b) the availability of
equitable remedies may be limited by equitable principles of general
applicability (regardless of whether considered in a proceeding at law
or in equity).
5. Assuming that a Purchase Contract Agreement relating to the Purchase
Contracts and such Purchase Contracts have been duly authorized, when
(i) the Purchase Contract Agreement has been duly executed and
delivered, (ii) the terms of the Purchase Contracts and of their
issuance and sale have been duly established in conformity with the
Purchase Contract Agreement so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental or regulatory body
having jurisdiction over the Company, and (iii) the Purchase Contracts
have been duly executed and issued in accordance with the Purchase
Contract Agreement relating to such Purchase Contracts, and issued and
sold in the form and in the manner contemplated in the Registration
Statement, the Prospectus and any Prospectus Supplement(s) relating
thereto, such Purchase Contracts will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms,
except that (a) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium
or other similar laws now or hereinafter in effect relating to or
affecting creditors' rights generally, and (b) the availability of
equitable remedies may be limited by equitable principles of general
applicability (regardless of whether considered in a proceeding at law
or in equity).
6. Assuming that the Stock Purchase Units, a Purchase Contract Agreement
relating to the Purchase Contracts comprising a part of the Stock
Purchase Units and such Purchase Contracts have been duly authorized,
when (i) the Purchase Contract Agreement has been duly executed and
delivered, (ii) the terms of the Purchase Contracts and of their
issuance and sale have been duly established in conformity with the
Purchase Contract Agreement
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so as not to violate any applicable law or result in a default under or
breach of any agreement or instrument binding upon the Company and so
as to comply with any requirement or restriction imposed by any court
or governmental or regulatory body having jurisdiction over the
Company, (iii) the terms of the collateral arrangements relating to
such Stock Purchase Units have been duly established and the
agreement(s) relating thereto have been duly executed and delivered, in
each case so as not to violate any applicable law or result in a
default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed
by any court or governmental or regulatory body having jurisdiction
over the Company and the collateral has been deposited with the
collateral agent in accordance with such arrangements, and (iv) the
Purchase Contracts have been duly executed and issued in accordance
with the Purchase Contract Agreement relating to such Purchase
Contracts, and issued and sold in the form and in the manner
contemplated in the Registration Statement, the Prospectus and any
Prospectus Supplement(s) relating thereto, such Stock Purchase Units
will constitute valid and binding obligations of the Company,
enforceable in accordance with their terms, except that (a) the
enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and other similar laws
now or hereinafter in effect relating to or affecting creditors' rights
generally and (b) the availability of equitable remedies may be limited
by equitable principles of general applicability (regardless of whether
considered in a proceeding at law or in equity).
7. The Company has the authority pursuant to its Amended and Restated
Certificate of Incorporation, (the "Certificate") to issue up to 20,000
shares of Preferred Stock. When a series of Preferred Stock has been
duly established in accordance with the terms of the Company's
Certificate and applicable law, and upon adoption by the Board of
Directors of the Company of a resolution in form and content as
required by applicable law and upon issuance and delivery of and
payment for such shares in the manner contemplated by the Registration
Statement, the Prospectus and any Prospectus Supplement(s) relating
thereto and by such resolution, such shares of such series of Preferred
Stock (including any shares of Preferred Stock issued (i) upon exercise
of any Warrants for Preferred Stock, (ii) upon conversion of any Debt
Securities that are convertible or exchangeable into Preferred Stock or
(iii) pursuant to Stock Purchase Contracts) will be validly issued,
fully paid and non-assessable.
8. The Company has the authority pursuant to its Certificate to issue up
to 200,000,000 shares of Common Stock. Upon adoption by the Board of
Directors of the Company of a resolution in form and content as
required by applicable law and upon issuance and delivery of and
payment for such shares in the manner contemplated by the Registration
Statement, the Prospectus and any Prospectus Supplement(s) relating
thereto and by such resolution, such shares of Common Stock (including
any shares of Common Stock issued (i) upon exercise of any Warrants for
Common Stock, (ii) upon conversion of any Debt Securities that are
convertible or exchangeable for Common Stock, (iii) pursuant to Stock
Purchase Contracts, or (iv) upon the exchange or conversion of any
shares of Preferred Stock that are exchangeable or convertible into
Common Stock) will be validly issued, fully paid and non-assessable.
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9. Assuming due adoption by the Company's Board of Directors of a
resolution in form and content as required by applicable law
authorizing issuance of Common Stock to the Selling Stockholders, then
upon issuance and delivery of such Common Stock and receipt by the
Company of the consideration called for in such resolution, such Common
Stock held by the Selling Stockholders, and when such shares are sold
as contemplated by the applicable underwriting or other agreement, will
be, validly issued, fully paid and non-assessable.
We express no opinion concerning the enforceability of any waiver of rights or
defenses with respect to stay, extension or usury laws, and we express no
opinion with respect to whether acceleration of Debt Securities may affect the
collectibility of any portion of the stated principal amount thereof which might
be determined to constitute unearned interest thereon.
In connection with the opinions expressed above, we have assumed that, at or
prior to the time of the delivery of any security, (i) the Board of Directors
shall have duly established the terms of such security and duly authorized the
issuance and sale of such security and such authorization shall not have been
modified or rescinded, (ii) the Registration Statement shall have been declared
effective and such effectiveness shall not have been terminated or rescinded,
and (iii) there shall not have occurred any change in law affecting the validity
or enforceability of such security. We have also assumed that none of the terms
of any security to be established subsequent to the date hereof, nor the
issuance and delivery of such security, nor the compliance by the Company with
the terms of such security will violate any applicable law or will result in a
violation of any provision of any instrument or agreement then binding upon the
Company, or any restriction imposed by any court or governmental body having
jurisdiction over the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, we consent to the reference to us under the
caption "Validity of the Securities" 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.
Very truly yours,
/s/ ECKERT SEAMANS CHERIN & MELLOTT, LLC
Eckert Seamans Cherin & Mellott, LLC
BDR/VMK/rmd/blk
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