EXHIBIT 5.1
[LETTERHEAD OF ENTERCOM COMMUNICATIONS CORP.]
February ___, 2002
Entercom Communications Corp.
401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004
Re: $250 Million Aggregate Offering Price of
Class A Common Stock and Preferred Stock
of Entercom Communications Corp.
Ladies and Gentlemen:
I am the Executive Vice President, Secretary and General Counsel of
Entercom Communications Corp., a Pennsylvania corporation (the "Company"), a
full time employee of the Company and a licensed attorney in the Commonwealth
of Pennsylvania. In connection with the registration statement on Form S-3 (the
"Registration Statement") expected to be filed by Entercom, Entercom Radio,
LLC, a Delaware limited liability company ("Entercom Radio") and 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 (together with Entercom, Entercom Radio and Entercom
Capital, the "Co-Registrants") with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), you have
requested my opinion with respect to the matters set forth below.
You have provided me 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 of up to $500 million aggregate offering price
by (i) Entercom of (a) shares of Class A common stock, par value $0.01 per share
(the "Class A Common Stock"), or (b) one or more series of preferred stock, par
value $0.01 per share (the "Preferred Stock"), and (ii) Entercom Radio of one or
more series of debt securities (the "Debt Securities") which will be guaranteed
by Entercom and may be guaranteed by one or more of the Co-Registrants
(collectively, the "Guarantees"). The Debt Securities may be co-issued by
Entercom Capital.
In my capacity as your counsel in connection with such registration, I
am familiar with the proceedings taken and proposed to be taken by the Company
in connection with the authorization and issuance of the Class A Common Stock
and Preferred Stock, 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, I have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to my satisfaction of such documents, corporate records and
instruments, as I have deemed necessary or appropriate for purposes of this
opinion.
In my examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, and the conformity
to authentic original documents of all documents submitted to me as copies.
I am opining herein as to the effect on the subject transaction(s) only
of the internal laws of the Commonwealth of Pennsylvania, and I 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 agencies within any state. Various issues concerning the Debt Securities
and the Guarantees are addressed in the opinion of Latham & Watkins, special
counsel to the Company, which has been provided to you separately, and I express
no opinion with respect to the matters addressed therein.
Subject to the foregoing and the other matters set forth herein, it is
my opinion that as of the date hereof:
1. When 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 upon
adoption by the Board of Directors of the Company, or a duly formed committee
thereof, of a resolution in form and content as required by applicable law and
upon issuance and delivery of and payment of legal consideration in excess of
the par value thereof for such shares of Class A Common Stock in the manner
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s) and by such resolution, and assuming that (i) the terms
of such shares of Class A Common Stock as executed and delivered are as
described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (ii) at the time of issuance of such shares of Class A
Common Stock, the Company has a sufficient number of authorized but unissued
shares of Class A Common Stock under the Company's Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation"), and (iii)
such shares of Class A Common Stock as executed and delivered comply with all
requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, such shares of Class A Common Stock will be validly issued, fully
paid and nonassessable.
2. When (i) 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 (ii) a series of Preferred Stock has been duly established in accordance
with the terms of the Certificate of Incorporation and applicable law, and upon
adoption by the Board of Directors of the Company, or a duly formed committee
thereof, of a resolution in form and content as required by applicable law and
upon issuance and delivery of and payment of legal consideration in excess of
the par value thereof for such shares of such series of Preferred Stock in the
manner contemplated by the Registration Statement, the Prospectus and the
related Prospectus Supplement(s) and by such resolution, and assuming that (a)
the terms of such shares of such series of Preferred Stock as executed and
delivered are as described in the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), (b) at the time of issuance of such shares of
such series of Preferred Stock, the Company has a sufficient number of
authorized but unissued shares of Preferred Stock under the Certificate of
Incorporation, and (c) such shares of such series of Preferred Stock as executed
and delivered comply with all requirements and restrictions, if any, applicable
to the Company,
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whether imposed by any court or governmental or regulatory body having
jurisdiction over the Company, such shares of such series of Preferred Stock
will be validly issued, fully paid and nonassessable.
I consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to my name under the caption "Legal Matters" in
the Prospectus included therein.
Very truly yours,
/s/ John C. Donlevie
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John C. Donlevie, Esq.
Executive Vice President, Secretary
and General Counsel of Entercom
Communications Corp.
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