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April 10, 1998
EXHIBIT 5.1
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-_______)
Ladies and Gentlemen:
In connection with the registration of $500.0 million aggregate
principal amount of 8-1/8% 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 (the "Guarantees") of the Exchange Notes
issued by subsidiaries of the Company (the "Guarantors"), on Form S-4, filed
with the Securities and Exchange Commission (the "Commission"), you have
requested our opinion with respect to the matters set forth below. Capitalized
terms used herein but not otherwise defined herein have the meanings ascribed to
them in the Registration Statement.
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,
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April 10, 1998
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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 8-1/8% 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
on the Company and the Guarantors of 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
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April 10, 1998
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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 and the Guarantors
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,
LATHAM & WATKINS