EXHIBIT 5.2
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
July 28, 2003
Lamar Media Corp.
5551 Corporate Boulevard
Baton Rouge, LA 70808
Palmer & Dodge LLP
111 Huntington Avenue at Prudential Center
Boston, MA 02199
Re: Lamar Media Corp. $125,000,000 aggregate principal amount of
7-1/4% Senior Subordinated Notes due 2013
Ladies and Gentlemen:
You have requested us to provide you with our legal opinion under New York
law as New York lawyers as to the enforceability of $125,000,000 aggregate
principal amount of 7-1/4% Senior Subordinated Notes due 2013 (the "Exchange
Notes") of Lamar Media Corp. (the "Company") to be issued under the Indenture
dated as of December 23, 2002 (the "Indenture"), by and among the Company, the
Guarantors named therein (the "Guarantors") and Wachovia Bank of Delaware,
National Association, as trustee (the "Trustee"), as well as the Guarantees (the
"Exchange Guarantees") to be issued in favor of the holders of the Exchange
Notes and the Trustee by the Guarantors. We understand that Palmer & Dodge LLP
has acted as special U.S. counsel to the Company and in connection with the
filing of a Registration Statement on Form S-4 (such registration statement,
together with each document incorporated by reference therein, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), and the
proposed issuance of the Exchange Notes and the Exchange Guarantees to be issued
in favor of the holders of the Exchange Notes and the Trustee by the Guarantors
in connection with the exchange offer set forth in the Registration Statement
(the "Exchange Offer") pursuant to which the Exchange Notes will be issued for a
like principal amount of the Company's outstanding 7-1/4% Senior Subordinated
Notes due 2013 (the "Private Notes").
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We have examined such corporate records, documents, certificates and
instruments as we deemed necessary and appropriate to enable us to render the
opinion expressed below.
We advise you that, in our opinion:
(a) Assuming that the Exchange Notes have been duly authorized by
the Company, when the Exchange Notes are executed by the Company and
authenticated by the Trustee in accordance with the provisions of the
Indenture and issued and delivered by the Company in exchange for the
Private Notes in accordance with the Exchange Offer in the manner
described in the Registration Statement, the Exchange Notes will be
validly issued and will constitute valid and legally binding obligations
of the Company, entitled to the benefits of the Indenture and enforceable
in accordance with their terms, except that (a) the enforceability thereof
may be subject to bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or conveyance or other similar laws now or hereafter
in effect relating to or affecting creditors' rights and remedies
generally and (b) the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to certain equitable
defenses and to the discretion of the court before which any proceedings
therefor may be brought.
(b) When the Exchange Notes are executed by the Company and
authenticated by the Trustee in accordance with the provisions of the
Indenture and delivered by the Company, and assuming that the Exchange
Guarantees have been duly authorized and executed by the Guarantors, the
Exchange Notes will be entitled to the benefits of the Exchange
Guarantees, and the Exchange Guarantees will be validly issued and will
constitute the valid and legally binding obligations of the Guarantors
enforceable against the Guarantors in accordance with their terms, except
that (a) the enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or conveyance
or other similar laws now or hereafter in effect relating to or affecting
creditors' rights and remedies generally and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be
subject to certain equitable defenses and to the discretion of the court
before which any proceedings therefor may be brought.
In rendering the opinions set forth above, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York. In
rendering the foregoing opinions, we have assumed that the Exchange Notes and
the Exchange Guarantees are the valid and legally binding obligations of the
Company and each Guarantor under the applicable laws of each such entity's
jurisdiction of incorporation or organization, as the case may be. You have
advised us that you have received opinions from (i) Palmer & Dodge LLP and (ii)
Kean, Miller, Hawthorne, D'Armond, McCowan & Jarman, L.L.P., to the effect that
the Exchange Notes and the Exchange Guarantees have been duly authorized by, and
will be valid and binding obligations of, the Company and each of the
Guarantors, respectively, under the applicable laws of each such entity's
jurisdiction of incorporation or organization, as the case may be.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the limited reference of our firm under the
caption "Legal Matters" in the Registration Statement and the prospectus forming
a part thereof. Our consent to such reference does not constitute a consent
under Section 7 of the Act and in consenting to such reference you acknowledge
that we have not reviewed and that we have not certified as to any part of the
Registration Statement and that we do not otherwise come within the categories
of persons whose consent is required under Section 7 or under the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel LLP