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EXHIBIT 5.1
Vinson & Elkins
ATTORNEYS AT LAW
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
TELEPHONE (214) 220-7700
August 6, 1997
Capstar Broadcasting Partners, Inc.
600 Congress Avenue, Suite 1400
Austin, Texas 78701
Ladies and Gentlemen:
We have acted as counsel for Capstar Broadcasting Partners, Inc., a
Delaware corporation (the "Company"), in connection with the registration of
1,806,719 shares of the Company's 12% Senior Exchangeable Preferred Stock, par
value $.01 per share (the "Preferred Stock") and $180,672,000 aggregate
principal amount of the Company's 12% Exchange Debentures due 2009 (the
"Exchange Debentures"), under the Securities Act of 1933 (the "Securities Act")
on a Registration Statement on Form S-4 (the "Registration Statement").
In reaching the opinions set forth in this letter, we have reviewed
originals or copies of the Registration Statement, the Certificate of
Designation, dated June 17, 1997 (the "Certificate of Designation"), relating
to the Preferred Stock, the Exchange Indenture, dated as of June 17, 1997,
between the Company and U.S. Trust Company of Texas, N.A., as trustee (the
"Exchange Indenture"), relating to the Exchange Debentures, and such other
agreements, certificates of public officials, certificates of officers of the
Company, certificates of other persons, records, documents and matters of law
as we deemed relevant.
Based on and subject to the foregoing and subject further to the
assumptions, exceptions and qualifications hereinafter stated, we express the
opinion that, subject to compliance with applicable federal and state
securities laws (as to which we express no opinion):
1. The shares of Preferred Stock to be exchanged for shares of
Old Preferred Stock in the Exchange Offer (as such terms are defined in the
Registration Statement), when issued and delivered in accordance with the terms
of the Certificate of Designation and delivered in exchange for the shares of
Old Preferred Stock, will be duly authorized, validly issued, fully paid and
nonassessable. The shares of Preferred Stock, to be issued as dividends on the
Preferred Stock, when issued and delivered in accordance with the terms of the
Certificate of Designation, will be duly authorized, validly issued, fully paid
and nonassessable.
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Capstar Broadcasting Partners, Inc.
August 6, 1997
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2. The Exchange Debentures to be issued in exchange for the
Preferred Stock, when executed, authenticated, issued and delivered in
accordance with the terms of the Exchange Indenture, will constitute legally
binding obligations of the Company. The Exchange Debentures to be issued as
interest on the Exchange Debentures, when executed, authenticated, issued and
delivered in accordance with the terms of the Exchange Indenture, will
constitute legally binding obligations of the Company.
The opinions expressed above are subject to the following assumptions,
exceptions and qualifications:
(a) We have assumed that a)
all information contained in all documents reviewed by us is true and correct,
(ii) all signatures on all documents reviewed by us are genuine, (iii) all
documents submitted to us as originals are true and complete, (iv) all
documents submitted to us as copies are true and complete copies of the
originals thereof, (v) each natural person signing any document reviewed by us
had the legal capacity to do so, (vi) each natural person signing in a
representative capacity any document reviewed by us had authority to sign in
such capacity, and (vii) the laws of any jurisdiction other than Texas that
govern any of the documents reviewed by us (other than the Company's
certificate of incorporation and bylaws) do not modify the terms that appear in
any such document.
(b) The opinions expressed in this letter are limited to the laws
of the State of Texas, the General Corporation Law of the State of Delaware,
and the federal laws of the United States of America. You should be aware that
we are not admitted to the practice of law in the State of Delaware.
(c) We note that the Exchange Indenture provides that it is
governed by the laws of the State of New York. While we express no opinion
with respect to the laws of the State of New York, we have assumed that the
internal laws of the State of New York are the same as the internal laws of the
State of Texas. We have made no investigation to confirm whether such
assumption is correct.
(d) The opinion in paragraph 2 is subject to laws relating to
bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization,
moratorium and other laws of general applicability relating to or affecting
creditors' rights and to general equitable principles.
This opinion may be filed as an exhibit to the Registration Statement.
Consent is also given to the reference to this firm under the caption "Legal
Matters" in the Prospectus included in the Registration Statement as having
passed on certain legal matters in connection with the shares of New Preferred
Stock and the Exchange Debentures. In giving this consent we do not admit that
we come within the category of persons whose consent is required under Section
7 of the Securities Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
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Capstar Broadcasting Partners, Inc.
August 6, 1997
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This opinion speaks as of the date hereof, and we disclaim any duty to
advise you regarding any changes subsequent to the date hereof in, or to
otherwise communicate with you with respect to, the matters addressed herein.
Very truly yours,
/S/ VINSON & ELKINS L.L.P.