EXHIBIT 5.2

GRAYDON
HEAD &
RITCHEY
LLP
ATTORNEYS AT LAW
[LETTERHEAD]



RICHARD G. SCHMALZL, ESQ.
DIRECT DIAL: (513) 629-2828
E-MAIL: rschmalzl@graydon.com


                                 April 23, 2002


Regent Communications, Inc.
100 E. RiverCenter Boulevard
9th Floor
Covington, Kentucky 41011

RE: ISSUANCE OF 12,075,000 SHARES OF COMMON STOCK OF REGENT COMMUNICATIONS, INC.
    PURSUANT TO REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-84548) FILED
    WITH THE SECURITIES AND EXCHANGE COMMISSION


Ladies and Gentlemen:

         We have acted as counsel to Regent Communications, Inc., a Delaware
corporation ("Company"), in connection with the issuance of 12,075,000 shares of
common stock, par value $.01 per share (the "Common Stock") pursuant to the
public offering of such shares, as set forth in the Registration Statement on
Form S-3 (File No. 333-84548), as amended (the "Registration Statement"), filed
by the Company with the Securities and Exchange Commission.

         As counsel for the Company we have made such legal and factual
examinations and inquiries as we deem advisable for the purpose of rendering
this opinion. In addition, we have examined such documents and materials,
including the Certificate of Incorporation, as amended, By-laws, as amended, and
other corporate records of the Company, as we have deemed necessary for the
purpose of this opinion.

         On the basis of the foregoing, we express the opinion that the
12,075,000 shares of Common Stock of the Company registered for issuance
pursuant to the Registration Statement have been duly authorized for issuance
and sale as contemplated by the Registration Statement, are free of preemptive
rights and, when issued and delivered by the Company as contemplated by the
Registration Statements against payment of the consideration set forth therein,
will be validly issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as part of the
above-referenced Registration Statement and amendments thereto and to the
reference to our firm in the related Prospectus dated April 23, 2002 under the
caption "Legal Matters."


                                              Very truly yours,

                                              GRAYDON HEAD & RITCHEY LLP


                                              By: /s/ RICHARD G. SCHMALZL
                                                  -----------------------
                                                  Richard G. Schmalzl, Partner