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                      [CHADBOURNE & PARKE LLP LETTERHEAD]
 
                                November 6, 1997
 
OPINION LETTER
 
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, LA 70808
 
Ladies and Gentlemen:
 
     We are acting as special counsel to Lamar Advertising Company (the
"Company"), a corporation organized under the laws of the State of Delaware, in
connection with the offer to exchange (the "Exchange Offer") $1,000 principal
amount of the Company's 8 5/8% Senior Subordinated Notes due September 15, 2007
(the "Exchange Notes") for each $1,000 principal amount of the Company's
outstanding 8 5/8% Senior Subordinated Notes due September 15, 2007 (the
"Private Notes"). The Exchange Notes are being registered by means of a
registration statement on Form S-4 (the "Registration Statement") filed with the
Securities and Exchange Commission by the Company pursuant to the Securities Act
of 1933, as amended (the "Act"). The Private Notes have been, and the Exchange
Notes will be, issued pursuant to an Indenture, dated as of September 25, 1997
(the "Indenture"), among the Company, the Guarantors and State Street Bank and
Trust Company, as Trustee. Unless otherwise defined herein, terms defined in the
Registration Statement are used herein as defined therein.
 
     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents of public officials
and representatives of the Company, and have made such other and further
investigations, as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.
 
     In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the authenticity of the
originals of such latter documents.
 
     Based on the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that:
 
          1. The Exchange Notes, substantially in the form as set forth in an
     exhibit to the Indenture filed as Exhibit 4.1 to the Registration
     Statement, have been duly authorized by the Company and, when the Exchange
     Notes are executed by the Company and authenticated by the Trustee in
     accordance with the provisions of the Indenture and issued and delivered by
     the Company in exchange for the Private Notes in accordance with the
     Exchange Offer in the manner described in the Registration Statement, the
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     Exchange Notes will constitute valid and binding obligations of the
     Company, enforceable against the Company in accordance with their terms,
     except that (a) the enforceability thereof may be limited by bankruptcy,
     insolvency, fraudulent conveyance, reorganization, moratorium or other
     similar laws now or hereafter in effect relating to creditors' rights
     generally and (b) rights to acceleration, the remedy of specific
     performance and other forms of equitable relief may be subject to certain
     equitable defenses and to the discretion of the court before which the
     proceedings therefor may be brought.
 
          2. When the Exchange Notes are executed by the Company and
     authenticated by the Trustee in accordance with the provisions of the
     Indenture and delivered by the Company, and assuming that the Guarantees
     have been duly authorized and executed by the Guarantors, the Exchange
     Notes will be entitled to the benefits of the Guarantees, and the
     Guarantees will constitute valid and legally binding agreements of each of
     the Guarantors in accordance with their terms set forth in the Indenture
     except that (a) the enforceability thereof may be limited by bankruptcy,
     insolvency, fraudulent conveyance, reorganization, moratorium or other
     similar laws now or hereafter in effect relating to creditors' rights
     generally and (b) rights to acceleration, the remedy of specific
     performance and other forms of equitable relief may be subject to certain
     equitable defenses and to the discretion of the court before which the
     proceedings therefor may be brought.
 
     As contemplated by the qualifications set forth in paragraphs (1) and (2)
above, in rendering the foregoing opinions, we are expressing no opinion as to
federal or state laws relating to fraudulent transfers.
 
     We are members of the Bar of the State of New York and we do not express
any opinion herein concerning any law other than the laws of the State of New
York, the Delaware General Corporation Law and the federal law of the United
States of America. In rendering the foregoing opinions, we have assumed that the
Indenture and the Guarantees have been duly authorized by, and are the valid and
legally binding obligations of each Guarantor under the applicable laws of each
such entity's jurisdiction of incorporation or organization, as the case may be.
 
     We hereby consent to the use of our name under the caption "Legal Matters"
in the prospectus forming a part of the Registration Statement and to the filing
of this opinion as an exhibit to the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act.
 
                                            Very truly yours,
 
                                            CHADBOURNE & PARKE LLP
 
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