1
EXHIBIT 5.1
May 5, 1999
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"), initially filed with the Securities and Exchange
Commission on December 23, 1998 under the Securities Act of 1933, as amended,
relating to $750,000,000 aggregate principal amount of 8% Senior 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 8% Senior 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 November 17, 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 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
2
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.
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,
Weil, Gotshal & Manges LLP
2
3
Exhibit A
The AMFM Radio Networks, Inc.
Chancellor Media Air Services Corporation
Chancellor Media Corporation of California
Chancellor Media Corporation of Charlotte
Chancellor Media Corporation of Houston
Chancellor Media Corporation of Illinois
Chancellor Media Corporation of the Keystone State
Chancellor Media Corporation of the Lone Star State
Chancellor Media Corporation of Massachusetts
Chancellor Media Corporation of Miami
Chancellor Media Corporation of Michigan
Chancellor Media Corporation of New York
Chancellor Media Corporation of Ohio
Chancellor Media Corporation of St. Louis
Chancellor Media Corporation of Washington, D.C.
Chancellor Media Licensee Company
Chancellor Media Pennsylvania License Corp.
Chancellor Media/Riverside Broadcasting Co., Inc.
Chancellor Media/Shamrock Broadcasting, Inc.
Chancellor Media/Shamrock Broadcasting of Texas, Inc.
Chancellor Media/WAXQ Inc.
KZPS/KDGE License Corp.
WAXQ License Corp.
WIOQ License Corp.
WLTW License Corp.
3
4
Exhibit B
Amcast Radio Sales, Inc.
Broadcast Architecture, Inc.
Chancellor Media of Houston Limited Partnership
Chancellor Media Martin Corporation
Chancellor Media MW Sign Corporation
Chancellor Media Nevada Sign Corporation
Chancellor Media Outdoor Corporation
Chancellor Media Radio Licenses, LLC
Chancellor Media/Shamrock Radio Licenses, LLC
Chancellor Media Whiteco Outdoor Corporation
Christal Radio Sales, Inc.
Cleveland Radio Licenses, LLC
Creative Resources, Inc.
Dowling Company Incorporated
Eastman Radio Sales, Inc.
Hardin Development Corporation
Katz Cable Corporation
Katz Communications, Inc.
Katz Media Corporation
Katz Millennium Marketing, Inc.
KLOL License Limited Partnership
Lindsay Outdoor, Inc.
Martin Media
The National Payroll Company, Inc.
Outdoor Promotions West, LLC
Parsons Development Company
Radio 100, L.L.C.
Revolution Outdoor Advertising, Inc.
Scenic Outdoor Marketing & Consulting, Inc.
Seltel Inc.
Transit America Las Vegas, LLC
4
5
Triumph Outdoor Holdings, LLC
Triumph Outdoor Louisiana, LLC
Triumph Outdoor Rhode Island, LLC
WTOP License Limited Partnership
Western Poster Service, Inc.
Zebra Broadcasting Corporation
5