1
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
January 16, 1998
Chancellor Media Corporation
433 East Las Colinas Boulevard
Suite 1130
Irving, Texas 75039
Re: $1,000,000,000 Aggregate Offering Price of Securities of
Chancellor Media Corporation
--------------------------------------------------------
Ladies and Gentlemen:
In connection with the registration statement on Form S-3 (the
"Registration Statement") filed on January 16, 1998 with the Securities and
Exchange Commission (the "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 prospectus (the "Prospectus") which
is a part of the Registration Statement. 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 issuance and sale by Chancellor
Media Corporation, a Delaware corporation (the "Company"), of up to
$1,000,000,00 aggregate offering price of (i) one or more series of debt
securities (the "Debt Securities"), (ii) shares of common stock, par value $.01
per share (the "Common Stock"), (iii) shares of preferred stock, par value $.01
per share (the "Preferred Stock") and (iv) warrants to acquire Debt Securities,
Common Stock or Preferred Stock (collectively, the "Warrants"), and the issuance
and sale by certain of the Company's direct and indirect wholly-owned
subsidiaries (the "Subsidiaries") of guarantees of the Debt Securities (the
2
LATHAM & WATKINS
CHANCELLOR MEDIA CORPORATION
January 16, 1998
Page 2
"Guarantees"). The Debt Securities, the Guarantees, the Preferred Stock, the
Common Stock and the Warrants are collectively referred to herein as the
"Securities." The Registration Statement provides that Debt Securities may be
convertible into shares of Common Stock or shares of Preferred Stock, and that
shares of Preferred Stock may be convertible into shares of Common Stock or
Debt Securities.
The Debt Securities will be issued pursuant to one or more
indentures in the form filed as an exhibit to the Registration Statement, as
amended or supplemented from time to time (each, an "Indenture") between the
Company, as obligor, and a trustee chosen by the Company and qualified to act
as such under the Trust Indenture Act of 1939, as amended (each, a "Trustee").
The Warrants will be issued under one or more warrant agreements (each, a
"Warrant Agreement"), by and among the Company and a financial institution
identified therein as warrant agent (each, a "Warrant Agent").
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization and issuance of the
Securities. For purposes of this opinion, we have assumed that such
proceedings will be timely and properly completed, in accordance with all
requirements of applicable federal, Delaware and New York laws, in the manner
presently proposed.
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 all such documents, corporate
records and instruments of the Company 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 have been furnished with, and with your consent have
exclusively relied upon, certificates of officers of the Company with respect
to certain factual matters. In addition, we have obtained and relied upon such
certificates and assurances from public officials as we have deemed necessary.
We are opining herein as to the effect on the subject
transaction only of the General Corporation Law of the State of Delaware and,
with respect to the opinions set forth in paragraphs 1, 2 and 5 below, 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, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other qualifications set
forth herein, it is our opinion that, as of the date hereof:
3
LATHAM & WATKINS
CHANCELLOR MEDIA CORPORATION
January 16, 1998
Page 3
1. When (a) the Company and the Trustee duly execute and
deliver an Indenture and the specific terms of a particular Debt Security have
been duly established in accordance with the terms of such Indenture, and such
Debt Securities have been duly authenticated by the Trustee and duly executed
and delivered on behalf of the Company 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 (b) when the Registration Statement and any required
post-effective amendments thereto have all become effective under the
Securities Act, and (c) assuming that 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), and (d) assuming that the
Debt Securities as executed and delivered do not violate any law applicable to
the Company or result in a default under or breach of any agreement or
instrument binding upon the Company, and (e) assuming that the Debt Securities
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 and (f) assuming that the
Debt Securities are then issued and sold as contemplated in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), the Debt
Securities will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with the terms of the Debt
Securities.
2. When (a) the Company, the Subsidiaries delivering
Guarantees of Debt Securities and the Trustee duly execute and deliver an
Indenture and the specific terms of the Guarantees and the related Debt
Securities have been duly established in accordance with the terms of the
applicable Indenture, the Guarantees have been duly executed and delivered and
the related Debt Securities have been duly authenticated by the Trustee and
duly executed and delivered on behalf of the Company against payment therefor
in accordance with the terms and provision of the applicable Indenture and as
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (b) when the Registration Statement and any
required post-effective amendment thereto have all become effective under the
Securities Act, and (c) assuming that the terms of the Guarantees as executed
and delivered are as described in the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), and (d) assuming that the Guarantees
as executed and delivered do not violate any law applicable to each Subsidiary
delivering a Guarantee or result in a default under or breach of any agreement
or instrument binding upon each such Subsidiary, and (e) assuming that the
Guarantees as executed and delivered comply with all requirements and
restrictions, if any, applicable to each Subsidiary delivering a Guarantee,
whether imposed by any court or governmental or regulatory body having
jurisdiction over each such Subsidiary, and (f) assuming that the Guarantees
are then issued as contemplated in the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), the Guarantees will constitute valid
and binding obligations of each Subsidiary
4
LATHAM & WATKINS
CHANCELLOR MEDIA CORPORATION
January 16, 1998
Page 4
delivering a Guarantee, enforceable against each such Subsidiary in accordance
with the terms of the Guarantees.
3. The Company has the authority pursuant to its Amended
and Restated Certificate of Incorporation (the "Certificate") to issue up to
50,000,000 shares of Preferred Stock. When a series of Preferred Stock has
been duly established in accordance with the terms of the Company's Certificate
and applicable law, and upon adoption by the Board of Directors of the Company
of a resolution in form and content as required by applicable law and upon
issuance and delivery of and payment for such shares in the manner contemplated
by the Registration Statement, the Prospectus and the related Prospectus
Supplement(s) and by such resolution, such shares of such series of Preferred
Stock will be validly issued, fully paid and nonassessable.
4. The Company has the authority pursuant to its
Certificate to issue up to 200,000,000 shares of Common Stock. Upon adoption
by the Board of Directors of the Company of a resolution in form and content as
required by applicable law and upon issuance and delivery of and payment for
such shares in the manner contemplated by the Registration Statement, the
Prospectus and the related Prospectus Supplement(s) and by such resolution,
such shares of Common Stock will be validly issued, fully paid and
nonassessable.
5. When (a) the Company and the Warrant Agent duly
execute and deliver a Warrant Agreement and the specific terms of a particular
Warrant have been duly established in accordance with the terms of such Warrant
Agreement, and such Warrants have been duly authenticated by the Warrant Agent
and duly executed and delivered on behalf of the Company against payment
therefor in accordance with the terms and provisions of the Warrant Agreement
and as contemplated by the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), and (b) when the Registration Statement and
any required post-effective amendments thereto have all become effective under
the Securities Act, and (c) assuming that the terms of the Warrants as executed
and delivered are as described in the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), and (d) assuming that the Warrants as
executed and delivered do not violate any law applicable to the Company or
result in a default under or breach of any agreement or instrument binding upon
the Company, and (e) assuming that the Warrants 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 and (f) assuming that the Warrants are then
issued and sold as contemplated in the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), the Warrants will constitute valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms.
The opinions set forth in paragraphs 1, 2 and 5 above are
subject to the following exceptions, limitations and qualifications: (i) the
effect of bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws now or hereafter in
5
LATHAM & WATKINS
CHANCELLOR MEDIA CORPORATION
January 16, 1998
Page 5
effect relating to or affecting the rights and remedies of creditors; (ii) the
effect of general principles of equity, including without limitation, concepts
of materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
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;
(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; (iv) we express no opinion
concerning the enforceability of any waiver of rights or defenses with respect
to stay, extension or usury laws; and (v) we express no opinion with respect to
whether acceleration of Debt Securities may affect the collectibility of any
portion of the stated principal amount thereof which might be determined to
constitute unearned interest thereon.
To the extent that the obligations of the Company and the
Subsidiaries under an Indenture may be dependent upon such matters, we assume
for purposes of this opinion that each of the Company and the Subsidiaries has
been duly organized and is validly existing under applicable state law, and has
the organizational power and authority to issue and sell the Securities; that
the applicable Indenture has been duly authorized by all necessary
organizational action by the Company and the Subsidiaries, has been duly
executed and delivered by the Company and the Subsidiaries and constitutes the
legally valid, binding and enforceable obligation of each of the Company and the
Subsidiaries enforceable against each of the Company and the Subsidiaries in
accordance with its terms; that the Trustee for each Indenture 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 applicable Indenture; that the applicable
Indenture has been duly authorized, executed and delivered by the Trustee and
constitutes a 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 Trustee under the
applicable 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 applicable Indenture.
To the extent that the obligations of the Company under each
Warrant Agreement may be dependent upon such matters, we assume for purposes of
this opinion that the Company has been duly incorporated and is validly
existing as a corporation under the laws of the State of Delaware and has the
corporate power and authority to issue and sell the Securities; that the
applicable Warrant Agreement has been duly authorized by all necessary
corporate action by the Company, has been duly executed and delivered by the
Company and constitutes the legally valid, binding and enforceable obligation
of the Company enforceable against the Company in accordance with its terms;
that the Warrant Agent is duly organized, validly existing and in good
6
LATHAM & WATKINS
CHANCELLOR MEDIA CORPORATION
January 16, 1998
Page 6
standing under the laws of its jurisdiction of organization; that the Warrant
Agent is duly qualified to engage in the activities contemplated by the Warrant
Agreement; that the Warrant Agreement has been duly authorized, executed and
delivered by the Warrant Agent and constitutes the legally valid, binding and
enforceable obligation of the Warrant Agent, enforceable against the Warrant
Agent in accordance with its terms; that the Warrant Agent is in compliance,
generally and with respect to acting as a Warrant Agent under the Warrant
Agreement, with all applicable laws and regulations; and that the Warrant Agent
has the requisite organizational and legal power and authority to perform its
obligations under the Warrant Agreement.
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