1
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
October 16, 1997
Chancellor Media Corporation of Los Angeles
433 East Las Colinas Boulevard
Suite 1130
Irving, Texas 75039
Re: Chancellor Media Corporation of Los Angeles Registration
Statement on Form S-4 (File No. 333-36451)
Ladies and Gentlemen:
In connection with the registration of $200.0 million aggregate
principal amount of 8 3/4% Senior Subordinated Notes due 2007, Series B (the
"Exchange Notes"), under the Securities Act of 1933, as amended (the "Act"), by
Chancellor Media Corporation of Los Angeles, a Delaware corporation (the
"Company"), and the related guarantees of the Exchange Notes issued by
subsidiaries of the Company (the "Guarantees") listed a "Co-Registrants" on the
Registration Statement (as defined below), on Form S-4 filed with the
Securities and Exchange Commission (the "Commission") on September 26, 1997
(File No. 333-36451), as amended by Amendment No. 1 filed with the Commission
on October 16, 1997 (collectively, the "Registrtion Statement"), you have
requested our opinion with respect to the matters set forth below. Capitalized
terms used herein but not otherwise defined here in have the meanings ascribed
to them in the Registration Statement.
2
Chancellor Media Corporation of Los Angeles
October 16, 1997
Page 2
In our capacity as counsel in connection with such registration,
we are familiar with the proceedings taken by the Company and the Guarantors in
connection with the authorization of the Exchange Notes and proceedings
proposed to be taken in connection with the issuance of the Exchange Notes and
the Guarantees, respectively, and for the purposes of this opinion, have
assumed such proceedings will be timely completed in the manner presently
proposed. In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or 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
other local agencies within the state.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that upon issuance thereof in the manner described in the
Registration Statement:
1. The Exchange Notes have been duly authorized by all necessary
corporate action of the Company, and when executed,
authenticated and delivered by or on behalf of the Company in
exchange for the Company's 8 3/4% Senior Subordinated Notes due
2007, Series A in accordance with the terms of the Indenture,
will constitute legally valid and binding obligations of the
Company, enforceable against the Company in accordance with
their terms.
2. Each of the Guarantees has been duly authorized by all
necessary corporate action of the respective Guarantors, and
when executed in accordance with the terms of the Indenture and
upon due execution, authentication and delivery of the Exchange
Notes by or on behalf of the Company, will be legally valid and
binding obligations of the respective Guarantors, enforceable
against the Guarantors in accordance with their terms.
The opinions rendered in paragraphs 1 and 2 are subject to the following
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, fraudulent transfer, fraudulent conveyance, reorganization,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors; (ii) the effect of
3
Chancellor Media Corporation of Los Angeles
October 16, 1997
Page 3
general principles of equity, whether enforcement is considered in a proceeding
in equity or law, and the discretion of the court before which any proceeding
therefor may be brought; (iii) the unenforceability under certain circumstances
under law or court decisions of provisions providing for the indemnification of
or contribution to a party with respect to a liability where such
indemnification or contribution is contrary to public policy; and (iv) we
express no opinion concerning the enforceability of any waiver of rights or
defenses contained in the Indenture.
To the extent that the obligations of the Company under the Indenture
may be dependent upon 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 hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and the reference to our firm under the
heading "Legal Matters" in the Registration Statement.
Very truly yours,
/S/ LATHAM & WATKINS