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                                                                     EXHIBIT 5.1

                        [PALMER & DODGE LLP LETTERHEAD]

                                 April 20, 1998


Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808

       Re:    $500,000,000 Aggregate Offering Price of Securities of Lamar
              Advertising Company


Ladies and Gentlemen:


       We are furnishing this opinion in connection with the registration
statement on Form S-3 (the "Registration Statement") of Lamar Advertising
Company (the "Company"), a Delaware corporation, filed on April 20, 1998 with
the U.S. Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act").

       We have reviewed the Registration Statement, including the 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 the Company of up to $500,000,000 aggregate offering price of (i)
one or more series of debt securities (the "Debt Securities"), (ii) shares of
preferred stock, $.001 par value per share (the "Preferred Stock"), (iii)
shares of Class A common stock, $.001 par value per share (the "Class A Stock")
and (iv) warrants to purchase Class A Stock, Preferred Stock or Debt Securities
(collectively, the "Warrants"), and the issuance and sale by certain
subsidiaries of the Company listed as Co-Registrants in the Registration
Statement (the "Subsidiaries") of guarantees of the Debt Securities (the
"Guarantees").  The Debt Securities, the Guarantees, the Preferred Stock, the
Class A 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 Class A Stock or shares of Preferred Stock, and that
shares of Preferred Stock may be convertible into shares of Class A Stock.

       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").
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April 20, 1998
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       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.  We have
made such examination as we consider necessary to render this opinion.

       The opinions rendered herein are limited to the laws of the Commonwealth
of Massachusetts, the Delaware General Corporation Law and the federal laws of
the United States.  For purposes of our opinions as to the enforceability of
the Indenture, the Debt Securities and the Guarantees set forth in paragraphs 1
and 2 below, we are rendering such opinions as though the laws of Massachusetts
governed notwithstanding the recitation in such instruments that the law of
another jurisdiction may govern.

       Based upon the foregoing, we are of the opinion that:

       1.  When (i) 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 (ii) the Registration Statement and any required post-effective amendments
thereto have all become effective under the Securities Act, and assuming that
(a) 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), (b) 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, (c) 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 (d) 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 (i) 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 (ii) the Registration Statement and any required post-effective amendment
thereto have all become effective under the Securities Act, and assuming that
(a) the terms of the Guarantees as executed and delivered are as described in
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), (b) the Guarantees as executed and delivered do not violate any
law applicable to each Subsidiary
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April 20, 1998
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delivering a Guarantee or result in a default under or breach of any agreement
or instrument binding upon each such Subsidiary, (c) 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 (d) 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
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 Certificate of
Incorporation, as amended (the "Certificate"), to issue up to 1,000,000 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 75,000,000 shares of Class A 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 Class A
Stock will be validly issued, fully paid and nonassessable.

       5.  When (i) 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 (ii) the Registration Statement and any required
post-effective amendments thereto have all become effective under the
Securities Act, and assuming that (a) the terms of the Warrants as executed and
delivered are as described in the Registration Statement, the Prospectus and
the related Prospectus Supplement(s), (b) 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, (c) 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 (d) 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
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exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws now or hereafter in 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.

       We assume for purposes of this opinion that each of the Company and the
Subsidiaries are and will remain duly organized, validly existing and in good
standing under applicable state law.

       To the extent that the obligations of the Company and the Subsidiaries
under an Indenture may be dependent thereon, we assume for purposes of this
opinion that each of the Company and the Subsidiaries 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 thereon, we assume for purposes of this opinion that
the Company 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 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
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April 20, 1998
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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/ Palmer & Dodge LLP