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Exhibit 5.4
December 10, 1999
Citadel Communications Corporation
Citadel Broadcasting Company
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: Citadel Communications Corporation (the "Company")
Registration Statement on Form S-3
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Ladies and Gentlemen:
We are acting as special Nevada counsel for the Company and for Citadel
Broadcasting Company, Inc., a Nevada corporation ("CBC"), in connection with the
preparation of a Registration Statement on Form S-3 ("Registration Statement")
being filed on or about the date hereof by the Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), with respect to the registration by the Company, CBC, CCC
Capital Trust I and CCC Capital Trust II (the "Trusts," and collectively with
the Company and CBC, the "Registrants") of various securities, including without
limitation, shares of the Company's common stock (the shares that may be issued
under the Registration Statement, the Prospectus (as defined below) and/or any
Prospectus Supplement (as defined below), the "Common Stock") and preferred
stock (the shares that may be issued under the Registration Statement, the
Prospectus and/or any Prospectus Supplement, the "Preferred Stock"), warrants
for the purchase thereof (such warrants that may be issued under the
Registration Statement, the Prospectus and/or any Prospectus
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Citadel Communications Corporation
Eckert Seamans Cherin & Mellott, LLC
December 10, 1999
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Supplement, the "Stock Warrants"), various debt securities (the debt securities
that may be issued under the Registration Statement, the Prospectus and/or any
Prospectus Supplement, the "Debt Securities"), warrants for the purchase
thereof, junior subordinated debt securities issued by CBC, guarantees by the
Company of such junior subordinated debt securities of CBC, preferred securities
of the Trusts (the "Trust Preferred Securities"), guarantees by the Company with
respect to the Trust Preferred Securities, stock purchase contracts and stock
purchase units (as those terms are described in the Registration Statement), all
of which are referred to herein as the "Securities." The prospectus which is a
part of the Registration Statement ("Prospectus") provides that it will be
supplemented in the future by one or more supplements (each a "Prospectus
Supplement"). The Prospectus, as supplemented by various Prospectus Supplements
will provide for the issuance and sale by the Registrants and the selling
stockholders identified in the Registration Statement ("Selling Stockholders")
of up to $1,000,000,000 aggregate offering price of the various Securities.
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.
We have examined originals or copies of each of the documents listed
below:
1. Certificate of Corporate Existence of the Company certified by
Nevada's Secretary of State as of November 17, 1999;
2. Certificate of Corporate Existence of CBC certified by
Nevada's Secretary of State as of December 6, 1999;
3. The Eighth Amended and Restated Articles of Incorporation of
the Company certified by Nevada's Secretary of State as of
November 17, 1999 ("Articles"), and certified by the Assistant
Secretary of the Company as of the date hereof;
4. The Restated Articles of Incorporation of CBC certified by
Nevada's Secretary of State as of December 6, 1999 and
certified by the Assistant Secretary of CBC as of the date
hereof;
5. The Amended and Restated Bylaws of the Company, dated June 26,
1998, certified by the Assistant Secretary of the Company as
of the date hereof ("Bylaws");
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Eckert Seamans Cherin & Mellott, LLC
December 10, 1999
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6. The Bylaws of CBC, dated August 21, 1991, as amended on June
30, 1997, certified by the Assistant Secretary of CBC as of
the date hereof ("Bylaws");
7. Resolutions of the Company's board of directors dated November
19, 1999, and December 2, 1999, certified by the Assistant
Secretary of the Company as of the date hereof; and
8. The Registration Statement.
Documents 3 and 5 above, as they might be amended from time to time,
are referred to herein collectively as "Constituent Documents." 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 with respect to the accuracy of all
factual matters contained therein.
We have assumed that any of the Securities that constitute an agreement
between the Company and the other party or parties thereto to issue shares of
the Company's capital stock are valid, binding and enforceable under the laws of
the jurisdiction governing any such Securities. We have further assumed with
respect to issuances of Common Stock that the number of shares issued does not
exceed the number of shares of the Company's common stock then authorized but
unissued (excluding shares of the Company's common stock unissued but committed
for issuance) and, with respect to issuances of Preferred Stock, the number of
shares of Preferred Stock issued does not exceed the number of shares of both:
(a) Preferred Stock then authorized but unissued (excluding Preferred Stock
unissued but committed for issuance), and (b) such series of Preferred Stock
then authorized but unissued (excluding shares of such series of Preferred Stock
unissued but committed for issuance).
Based upon the foregoing, and subject to the following, it is our
opinion that:
1. The Company and CBC are corporations, duly incorporated,
validly existing and in good standing under the laws of the
State of Nevada.
2. The Company has the authority to issue up to 200,000,000
shares of common stock, 19,103,122 shares of Series AA
Convertible Preferred Stock and 20,000 shares of undesignated
preferred stock.
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December 10, 1999
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3. Assuming due adoption by the Company's Board of Directors of a
resolution in form and content as required by applicable law
authorizing the issuance of Common Stock ("CS Resolution"),
then upon issuance and delivery of such Common Stock and
receipt by the Company of the consideration called for in the
CS Resolution, such Common Stock will be duly authorized,
validly issued, fully paid and nonassessable.
4. When a series of Preferred Stock has been duly established in
accordance with the terms of the Constituent Documents and
applicable law and 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 such series
of Preferred Stock ("PS Resolution"), then upon issuance and
delivery of such Preferred Stock and receipt by the Company of
the consideration called for in the PS Resolution, such
Preferred Stock will be duly authorized, validly issued, fully
paid and nonassessable.
5. 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 Selling Stockholders
("SS Resolution"), then upon issuance and delivery of such
Common Stock and receipt by the Company of the consideration
called for in the SS Resolution, such Common Stock held by
Selling Stockholders will be duly authorized, validly issued,
fully paid and nonassessable.
6. Upon the exercise or conversion (as the case may be) of Debt
Securities, Preferred Stock, stock purchase contracts, stock
purchase units, or Stock Warrants (collectively, "Convertible
Securities") into Common Stock in accordance with the terms of
such Convertible Securities, and assuming due adoption by the
Company's Board of Directors of a resolution in form and
content as required by applicable law authorizing the
Company's entry into or issuance of the Convertible Securities
("Convertible Resolution"), then upon issuance and delivery of
such Common Stock and receipt by the Company of the
consideration called for in the Convertible Resolution, such
Common Stock will be duly authorized, validly issued, fully
paid and nonassessable.
7. When a series of Preferred Stock has been duly established in
accordance with the terms of the Constituent Documents and
applicable law and upon the exercise or conversion of
Convertible Securities into such series of Preferred Stock in
accordance with the terms of such Convertible Securities, and
assuming due adoption by the Company's Board of Directors of a
resolution in form and content as required by applicable law
and the Constituent Documents authorizing the Company's entry
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Citadel Communications Corporation
Eckert Seamans Cherin & Mellott, LLC
December 10, 1999
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into or issuance of the Convertible Securities ("Convertible
PS Resolution"), then upon issuance and delivery of such
Preferred Stock and receipt by the Company of the
consideration called for in the Convertible PS Resolution,
such Preferred Stock 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 Securities 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 addition,
we consent to the reference to us under the caption "Validity of the Securities"
in the Prospectus. In giving these consents, 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