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EXHIBIT 5.2
[BOSE MCKINNEY & EVANS LLP LETTERHEAD]
June 21, 2001
Emmis Communications Corporation
40 Monument Circle
Indianapolis, Indiana 46204
Re: Registration Statement on Form S-4 (File No. 333-62160)
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by Emmis Communications
Corporation, an Indiana corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission") on May 25,
2001, and as amended on June 21, 2001, under the Securities Act
of 1933, as amended (the "Act"), and the rules and regulations
under the Act, we have been requested to render our opinion as to
the legality of the securities being registered under the
Registration Statement. The Registration Statement relates to the
registration under the Act of the Company's $370,000,000
aggregate principal amount at maturity 12 1/2% Senior Discount
Notes due 2011 (the "Exchange Notes"). Capitalized terms used and
not otherwise defined in this opinion have the respective
meanings given them in the Registration Statement.
The Exchange Notes are to be offered in exchange for the
Company's outstanding $370,000,000 aggregate principal amount at
maturity 12 1/2% Senior Discount Notes due 2011 (the "Initial
Notes"). The Initial Notes were issued under the Indenture (the
"Indenture"), dated as of March 27, 2001, between Emmis Escrow
Corporation ("Emmis Escrow") and The Bank of Nova Scotia Trust
Company of New York, as trustee (the "Trustee"). The Initial
Notes will be assumed by the Company pursuant to a Supplemental
Indenture (the "Supplemental Indenture") by and among the
Company, Emmis Escrow and the Trustee.
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In connection with this opinion, we have examined originals,
conformed copies or photocopies, certified or otherwise
identified to our satisfaction, of the following documents
(collectively, the "Documents"):
(i) the Registration Statement (including its exhibits);
(ii) the Indenture, including as an exhibit thereto the form of Note,
included as Exhibit 4.1 to the Registration Statement; and
(iii) the form of Supplemental Indenture included as Exhibit 4.3 to the
Registration Statement (the "Form of Supplemental Indenture").
In addition, we have examined such certificates, agreements and documents as we
deemed relevant and necessary as a basis for the opinion expressed below.
In our examination of the documents and in rendering the opinion set forth
below, we have assumed, without independent investigation, (i) the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all documents submitted
to us as certified, photostatic, reproduced or conformed copies of validly
existing agreements or other documents, the authenticity of all the latter
documents and the legal capacity of all individuals who have executed any of the
documents which we examined, (ii) the enforceability of any of the Documents
against any party (other than the Company), (iii) that the Supplemental
Indenture will be executed and delivered in substantially the form of the Form
of Supplemental Indenture; (iv) that the Exchange Notes will be issued as
described in the Registration Statement and (v) that the Exchange Notes will be
in substantially the form attached to the Indenture and that any information
omitted from any such forms will be properly added. We have relied upon the
factual matters contained in the representations and warranties of the Company
made in the Documents and upon certificates of public officials and officers of
the Company (all of which we assume to be true, complete and accurate in all
respects).
Based upon the foregoing and subject to the other qualifications, assumptions
and limitations stated herein, we are of the opinion that:
1. The Company has taken all necessary corporate action to authorize the
Indenture and the Supplemental Indenture and the transactions provided for
in them.
2. The Indenture has been duly authorized, executed and delivered by Emmis
Escrow and, when executed by the proper officers of the Company, the
Supplemental Indenture will have been duly authorized, executed and
delivered by the Company.
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3. The execution and delivery by Emmis Escrow of the Indenture and the
Supplemental Indenture and the consummation by Emmis Escrow of the
transactions contemplated thereby do not and will not violate or result in
a breach of or default under the articles of incorporation or by-laws of
Emmis Escrow, or applicable Indiana law. The execution and delivery by the
Company of the Supplemental Indenture and the consummation by the Company
of the transactions contemplated thereby and by the Indenture will not
violate or result in a breach of or default under the articles of
incorporation or by-laws of the Company, or applicable Indiana law.
4. The Exchange Notes have been duly authorized and when executed by the
proper officers of the Company, duly authenticated by the Trustee, and
issued by the Company in accordance with the provisions of the Indenture
and the Supplemental Indenture, against surrender and cancellation of a
like aggregate principal amount at maturity of Initial Notes, will have
been duly executed and delivered by the Company.
We are admitted to the Bar of the State of Indiana and are not licensed to
practice law in any other state. The opinions expressed herein are limited to
the law of the State of Indiana. We have not investigated the law of any other
state for purposes of our opinion. We have instead assumed without investigation
that to the extent the provisions or principles of the law of any other state
are relevant to our opinion, they do not differ materially for the purposes of
our opinion from the law of the State of Indiana.
We disclaim any obligation on our part to inform you of any future changes or
developments in applicable laws or in facts which may hereafter come to our
attention which might affect the opinions expressed herein.
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We consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-4 filed under the Securities Act of 1933 relating to the
Exchange Notes and to the reference to this firm under the caption "Legal
Matters" in the prospectus included in the Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
BOSE McKINNEY & EVANS LLP