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EXHIBIT 5.1
November 9, 1998
Chancellor Media Corporation of Los Angeles
300 Crescent Court, Suite 600
Dallas, Texas 75201
Ladies and Gentlemen:
We have acted as counsel to Chancellor Media Corporation of
Los Angeles, a Delaware corporation (the "Company"), in connection with the
preparation and filing by the Company and by the guarantors listed on Exhibit A
attached hereto (the "Exhibit A Guarantors") and the guarantors listed on
Exhibit B attached hereto (the "Exhibit B Guarantors," and, together with the
Exhibit A Guarantors, the "Guarantors"), of a Registration Statement on Form
S-4 (the "Registration Statement"), to be filed with the Securities and
Exchange Commission on November 9, 1998 under the Securities Act of 1933, as
amended, relating to $750,000,000 aggregate principal amount of 9% Senior
Subordinated Notes due 2008 (the "New Notes") of the Company and the related
guarantees thereof by the Guarantors (the "Guarantees"). The Company and the
Guarantors propose to offer (the "Exchange Offer"), upon the terms set forth in
the Prospectus contained in the Registration Statement, to exchange $1,000
principal amount of New Notes and the related Guarantees for each $1,000
principal amount of issued and outstanding 9% Senior Subordinated Notes due
2008 of the Company (the "Old Notes") and the related guarantees thereof by the
Guarantors. The New Notes and the related Guarantees will be issued under the
Indenture, dated September 30, 1998, by and among the Company, the Guarantors
and The Bank of New York (the "Trustee") (as amended or supplemented to the
date hereof, the "Indenture").
In so acting, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Indenture, the form of New
Notes set forth in the Indenture and such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company and the
Guarantors, and have made such inquiries of such officers and representatives
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, conformed or
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Chancellor Media Corporation of Los Angeles
November 9, 1998
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photostatic copies and the authenticity of the originals of such latter
documents. As to all questions of fact material to this opinion that have not
been independently established, we have relied upon certificates or comparable
documents of officers and representatives of the Company and the Guarantors.
We have also assumed (i) the due incorporation or formation and valid existence
of the Company and the Guarantors, (ii) that the Exhibit B Guarantors have the
requisite corporate power and authority to enter into and perform the
Indenture, (iii) the due authorization, execution and delivery of the Indenture
by the Exhibit B Guarantors and (iv) that the issuance of the Guarantees upon
consummation of the Exchange Offer has been duly authorized by the Exhibit B
Guarantors.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:
1. Assuming that the Indenture has been duly authorized,
executed and delivered by the Trustee, when (i) the New Notes issuable upon
consummation of the Exchange Offer have been duly executed by the Company and
authenticated by the Trustee in accordance with the terms of the Indenture and
(ii) the New Notes issuable upon consummation of the Exchange Offer have been
duly delivered against receipt of Old Notes surrendered in exchange therefor,
the New Notes issuable upon consummation of the Exchange Offer will constitute
the legal, valid and binding obligations of the Company, enforceable against it
in accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether enforcement
is sought in a proceeding at law or in equity).
2. Assuming that the Indenture has been duly authorized,
executed and delivered by the Trustee, when (i) the New Notes issuable upon
consummation of the Exchange Offer have been duly executed by the Company and
authenticated by the Trustee in accordance with the terms of the Indenture and
(ii) the New Notes issuable upon consummation of the Exchange Offer have been
duly delivered against receipt of Old Notes surrendered in exchange therefor,
the Guarantees issuable upon consummation of the Exchange Offer will constitute
the legal, valid and binding obligations of the Guarantors, enforceable against
them in accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
The opinions expressed herein are limited to the laws of the
State of New York, the corporate laws of the State of Delaware and the federal
laws of the United States, and we express no opinion as to the effect on the
matters covered by this letter of the laws of any other jurisdiction.
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Chancellor Media Corporation of Los Angeles
November 9, 1998
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We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
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Chancellor Media Corporation of Los Angeles
November 9, 1998
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Exhibit A
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Chancellor Media Corporation Of The Lone Star State
KZPS/KDGE License Corp.
Chancellor Media Corporation of California
KIOI License Corp.
Chancellor Media Corporation of Illinois
Chancellor Media Illinois License Corp.
Chancellor Media Corporation of Dade County
WVCG License Corp.
Chancellor Media Corporation of Massachusetts
Chancellor Media Pennsylvania License Corp.
Chancellor Media Corporation of Miami
WEDR License Corp.
Chancellor Media Corporation of Houston
Chancellor Media Corporation of the Keystone State
Chancellor Media Corporation of New York
Chancellor Media Corporation of Charlotte
WIOQ License Corp.
Chancellor Media Corporation of Washington, D.C.
Chancellor Media Corporation of St. Louis
Chancellor Media Corporation of Michigan
Chancellor Media / WAXQ Inc.
WAXQ License Corp.
Chancellor Media / KCMG Inc.
Chancellor Media / Riverside Broadcasting Co., Inc.
WLTW License Corp.
Chancellor Media Corporation of the Capital City
Chancellor Media D.C. License Corp.
Chancellor Media Licensee Company
Chancellor Media/Trefoil Communications, Inc.
Chancellor Media/Shamrock Broadcasting, Inc.
Chancellor Media/Shamrock Radio Licenses, Inc.
Chancellor Media/Shamrock Broadcasting Licenses of Denver, Inc.
Chancellor Media/Shamrock Broadcasting of Texas, Inc.
The AMFM Radio Networks, Inc.
Chancellor Media Air Services Corporation
Chancellor Merger Corp.
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Chancellor Media Corporation of Los Angeles
November 9, 1998
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Exhibit B
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Broadcast Architecture, Inc.
Martin Media
Dowling Company Incorporated
Nevada Outdoor Systems, Inc.
MW Sign Corp.
Martin & MacFarlane, Inc.
Katz Media Corporation
Katz Communications, Inc.
Katz Millennium Marketing, Inc.
Amcast Millennium Sales, Inc.
Christal Radio Sales, Inc.
Eastman Radio Sales, Inc.
Seltel Inc.
Katz Cable Corporation
The National Payroll Company, Inc.
Chancellor Media Radio Licenses, LLC
KLOL License Limited Partnership
WTOP License Limited Partnership
Chancellor Media/Shamrock Radio Licenses, LLC
Radio 100, L.L.C.
Chancellor Media Outdoor Corporation
Chancellor Media Nevada Sign Corporation
Chancellor Media MW Sign Corporation
Chancellor Media Martin Corporation
Western Poster Service, Inc.
Chancellor Media Whiteco Outdoor Corporation
Chancellor Media of Houston Limited Partnership