EXHIBIT 5.2

                        [LETTERHEAD OF LATHAM & WATKINS]

                                February __, 2002

Entercom Communications Corp.
Entercom Radio, LLC
Entercom Capital, Inc.
401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004

        Re:     $250 Million Aggregate Offering Price of Debt
                Securities of Entercom Radio, LLC

Ladies and Gentlemen:

        In connection with the registration statement on Form S-3 (the
"Registration Statement") filed on February 11, 2002, by Entercom Communications
Corp., a Pennsylvania corporation ("Entercom"), Entercom Radio, LLC, a Delaware
limited liability company ("Entercom Radio"), Entercom Capital, Inc., a Delaware
corporation ("Entercom Capital") and certain of Entercom's direct or indirect
subsidiaries which are co-registrants on the Registration Statement (the
"Co-Registrants") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), you have requested
our opinion with respect to the matters set forth below.

        You have provided us with a draft of the Registration Statement in the
form in which it will be filed, which includes the prospectus (the
"Prospectus"). 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 various Prospectus Supplements,
will provide for the registration by (i) Entercom of up to $250 million
aggregate offering price of (a) shares of Class A common stock, par value $0.01
per share (the "Class A Common Stock") and (b) one or more series of preferred
stock, par value $0.01 per share (the "Preferred Stock"), and (ii) by Entercom
Radio of up to $250 million aggregate offering price of one or more series of
debt securities (the "Debt Securities"), which will be guaranteed by Entercom
(the "Entercom Guarantee") and may be guaranteed by one or more of the
Co-Registrants (collectively, the "Subsidiary Guarantees"). The Debt Securities
will be the joint and several obligation of Entercom Capital as co-issuer.
References herein to the term "Issuers" shall refer to Entercom Radio and
Entercom Capital. The Debt Securities, the Entercom Guarantee and any
Subsidiary Guarantee will be issued pursuant to an indenture by and among the
Issuers, Entercom and one or more of the Co-Registrants, as guarantors, and a
financial institution to be identified therein, as trustee (the "Trustee"), in
the form attached as Exhibit 4.3 to the Registration Statement, as such
indenture may be supplemented from time to time (the "Indenture").

        In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Issuers and the Co-Registrants in connection with the authorization
and issuance of the Debt Securities and the





Guarantees, respectively, and for the purposes of this opinion, have assumed
that such proceedings will be timely completed in the manner presently proposed
and that the terms of each issuance will otherwise be in compliance with law. In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.

        In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.

        We are opining herein as to the effect on the subject transaction only
of the internal laws of the State of New York, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction or as to any matters of municipal law or the laws of any
local agencies within any state. Various issues concerning the Class A Common
Stock and the Preferred Stock are addressed in the opinion of John C. Donlevie,
Executive Vice President, Secretary and General Counsel of Entercom, which has
been provided to you separately, and we express no opinion with respect to the
matters addressed therein.

        Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:

        1.      When (i) the Indenture has been duly authorized, executed and
delivered by each Issuer, and (ii) the Debt Securities have been duly
established in accordance with the Indenture and applicable law, duly
authenticated by the Trustee and duly executed and delivered on behalf of each
Issuer against payment therefor in accordance with the terms and provisions of
the Indenture and as contemplated by the Registration Statement, the Prospectus
and the applicable Prospectus Supplement(s), and (iii) the Registration
Statement and any required post-effective amendments thereto and any and all
Prospectus Supplement(s) required by applicable laws have all become effective
under the Securities Act, and (iv) assuming that (a) the terms of the Debt
Securities as executed and delivered are as described in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), (b) the Debt
Securities as executed and delivered do not violate any law applicable to
either Issuer or result in a default under or breach of any agreement or
instrument binding upon either Issuer, and (c) the Debt Securities as executed
and delivered comply with all requirements and restrictions, if any, applicable
to each Issuer, whether imposed by any court or governmental or regulatory body
having jurisdiction over either Issuer, the Debt Securities will constitute
legally valid and binding obligations of either Issuer, enforceable against
each Issuer in accordance with their terms.

        2.      When (i) the Indenture has been duly authorized, executed and
delivered by each Issuer and Entercom, and (ii) the Entercom Guarantee and the
related Debt Securities have been duly established in accordance with the
Indenture and applicable law, and such Entercom Guarantee has been duly executed
and delivered by Entercom in accordance with the Indenture and as contemplated
by the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), and the Debt Securities have been duly authenticated by the
Trustee, duly executed and delivered against payment therefor in accordance with
the terms and provisions of the Indenture and as contemplated by the
Registration Statement, the Prospectus and the related


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Prospectus Supplement(s), and (iii) the Registration Statement and any required
post-effective amendments thereto and any and all Prospectus Supplement(s)
required by applicable laws have all become effective under the Securities Act,
and (iv) assuming that (a) the terms of the Debt Securities and the Entercom
Guarantee as executed and delivered are as described in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), (b) the
terms of the Entercom Guarantee as executed and delivered do not violate any
law applicable to Entercom or, result in a default under or breach of any
agreement or instrument binding upon Entercom, (c) the Indenture complies with
all requirements and restrictions, if any, applicable to Entercom, whether
imposed by any court or governmental or regulatory body having jurisdiction
over Entercom, and (d) the Debt Securities and the Entercom Guarantee are then
issued and sold as contemplated in the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), the Entercom Guarantee will
constitute a legally valid and binding obligation of Entercom, enforceable
against Entercom in accordance with its terms.

        3.      When (i) the Indenture has been duly authorized, executed and
delivered by each Issuer and any Co-Registrant delivering a Subsidiary
Guarantee of Debt Securities (a "Subsidiary Guarantor"), and (ii) such
Subsidiary Guarantee and the related Debt Securities have been duly established
in accordance with the Indenture and applicable law, and such Subsidiary
Guarantee has been duly executed and delivered by such Subsidiary Guarantor in
accordance with the Indenture and as contemplated by the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), and the
Debt Securities have been duly authenticated by the Trustee, duly executed and
delivered against payment therefor in accordance with the terms and provisions
of the Indenture and as contemplated by the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), and (iii) the Registration
Statement and any required post-effective amendments thereto and any and all
Prospectus Supplement(s) required by applicable laws have all become effective
under the Securities Act, and (iv) assuming that (a) the terms of the Debt
Securities and the Subsidiary Guarantee as executed and delivered are as
described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (b) the terms of the Subsidiary Guarantee as executed
and delivered do not violate any law applicable to such Subsidiary Guarantor
or, result in a default under or breach of any agreement or instrument binding
upon such Subsidiary Guarantor, (c) the Indenture complies with all
requirements and restrictions, if any, applicable to any Subsidiary Guarantor,
whether imposed by any court or governmental or regulatory body having
jurisdiction over any Subsidiary Guarantor, and (d) the Debt Securities and the
Subsidiary Guarantee are then issued and sold as contemplated in the
Registration Statement, the Prospectus and the related Prospectus
Supplement(s), such Subsidiary Guarantees will constitute a legally valid and
binding obligation of each Subsidiary Guarantor, enforceable against each
Subsidiary Guarantor in accordance with its terms.

        The opinions set forth above relating to the enforceability of the Debt
Securities, the Entercom Guarantee and the Subsidiary Guarantees are subject to
the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights or remedies of
creditors; (ii) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or at law, and the discretion of the
court before which any proceeding therefor may be brought; and (iii) we express
no opinion with respect to whether acceleration of Debt Securities may affect
the collectibility of that portion of the stated principal amount thereof which
might be determined to constitute unearned interest thereon.


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        To the extent that the obligations of either Issuer, Entercom or the
Co-Registrants under the Indenture may be dependent on such matters, we assume
for purposes of this opinion that the Trustee is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; that the Trustee is duly qualified to engage in the activities
contemplated by the Indenture; that the Indenture has been duly authorized,
executed and delivered by the Trustee and constitutes the legally valid, binding
and enforceable obligation of the Trustee, enforceable against the Trustee in
accordance with its terms; that the Trustee is in compliance, generally and with
respect to acting as a trustee under the Indenture, with all applicable laws and
regulations; and that the Trustee has the requisite organizational and legal
power and authority to perform its obligations under the Indenture.

        We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus included therein.



                                        Very truly yours,

                                        /s/ Latham & Watkins


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