[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]
January 29, 1997
Katz Media Corporation
125 West 55th Street
New York, New York 10019
RE: KATZ MEDIA CORPORATION
10 1/2% SERIES B SENIOR SUBORDINATED NOTES DUE 2007
We have acted as counsel to Katz Media Corporation (formerly
known as Katz Capital Corporation), a Delaware corporation (the "Company"),
and Katz Communications, Inc., Katz Millennium Marketing Inc., Banner Radio
Sales, Inc., Christal Radio Sales, Inc., Eastman Radio Sales, Inc., Seltel
Inc., Katz Cable Corporation and The National Payroll Company, Inc., each a
Delaware corporation (collectively, the "Guarantors"), in connection with (i)
the Company's offer to exchange (the "Exchange Offer") $1,000 principal amount
of 10 1/2% Series B Senior Subordinated Notes due 2007 (the "New Notes") of
the Company for each $1,000 principal amount of its issued and outstanding 10
1/2% Series A Senior Subordinated Notes due 2007 (the "Old Notes") pursuant to
a Registration Statement on Form S-4 (the "Registration Statement") being
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), and (ii) the guarantees (the
"Subsidiary Guarantees") of the New Notes by the Guarantors. The Old Notes
have been and the New Notes will be issued pursuant to the provisions of an
Indenture, dated as of December 19, 1996 (the "Indenture"), by and among the
Company, American Stock Transfer & Trust Company, as trustee (the "Trustee"),
and the Guarantors.
As such counsel, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
such corporate documents of the Company, certificates of public officials and
certificates of officers of the Company and such other documents and
agreements and records and papers as we have deemed necessary or appropriate
in order to render this opinion. Capitalized terms used herein but not
otherwise defined herein shall have the meaning ascribed to such terms in the
Indenture.
Katz Media Corporation
January 29, 1997
Page 2
In our examination, we have assumed the authenticity of all
documents submitted to us as originals, the signature of all parties (other
than the Company and the Guarantors) to documents, the legal right and power
of all parties (other than the Company and the Guarantors) to enter into and
execute the documents to which they are a party and to consummate the
transactions contemplated therein, and the conformity to original documents of
all documents submitted to us as certified or photostatic copies.
Based on the foregoing and subject to the qualifications set
forth herein, we are of the opinion that:
1) the Company has duly authorized the New Notes and, when
issued and authenticated in accordance with the terms of the
Indenture and delivered in exchange for the Old Notes in accordance
with the terms of the Exchange Offer, the New Notes will be the
legally valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject (i) to
applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and (ii) 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); and
2) each of the Guarantors has duly authorized the Subsidiary
Guarantees to be endorsed on the New Notes and, when executed and
delivered upon due issuance of the New Notes in accordance with the
terms of the Indenture, the Subsidiary Guarantees will be the legally
valid and binding obligation of each of the Guarantors, enforceable
against each of them in accordance with its terms, subject (i) to
applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and (ii) 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).
This law firm is a registered limited liability partnership
organized under the laws of the State of Texas. Our opinion relates only to
the laws of the State of New York and the federal law of the United States of
America. We express no opinion of the law of any other jurisdiction.
This opinion is limited to the matters stated herein, and no
opinion is implied or may be inferred beyond the matters expressly stated. We
assume herein no obligation, and hereby disclaim any obligation, to make any
inquiry after the date hereof or to advise you of any future changes in the
foregoing or of any facts or circumstances that may hereafter come to our
Katz Media Corporation
January 29, 1997
Page 3
attention. Subject to the foregoing sentence, this opinion letter is solely
for your benefit and no other persons shall be entitled to rely upon the
opinions herein expressed.
We hereby consent to the filing of this opinion as Exhibit
5.1 to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the Prospectus forming a part of the Registration
Statement. In giving such consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission thereof.
Very truly yours,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
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