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                                                                     EXHIBIT 5.1


               [POWELL, GOLDSTEIN, FRAZER & MURPHY LLP LETTERHEAD]


                               December 8, 1998


Outdoor Systems, Inc.
2502 N. Black Canyon Highway
Phoenix, Arizona  85009

         Re: $1,000,000,000 Aggregate Offering Price of Securities of Outdoor
Systems, Inc.

Ladies and Gentlemen:

         In connection with the registration statement on Form S-3 (the
"Registration Statement") filed on December 8, 1998 with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), you have requested our opinion with respect to
the matters set forth below.

         You have provided us with a prospectus (the "Prospectus") which is a
part of the Registration Statement. The Prospectus provides that it will be
supplemented in the future by one or more supplements to the Prospectus (each a
"Prospectus Supplement"). The Prospectus as supplemented by various Prospectus
Supplements will provide for the issuance and sale by Outdoor Systems, Inc., a
Delaware corporation (the "Company"), of up to $1,000,000,000 aggregate offering
price of (i) one or more series of debt securities (the "Debt Securities"), (ii)
shares of common stock, par value $.01 per share (the "Common Stock"), (iii)
shares of preferred stock, par value $.01 per share (the "Preferred Stock") and
(iv) warrants to acquire Debt Securities, Common Stock or Preferred Stock
(collectively, the "Warrants"), and the issuance by certain of the Company's
direct and indirect wholly-owned subsidiaries (the "Subsidiaries") of guarantees
of the Debt Securities (the "Guarantees"). The Debt Securities, the Guarantees,
the Preferred Stock, the Common Stock and the Warrants are collectively referred
to herein as the "Securities." The Registration Statement provides that Debt
Securities may be convertible into shares of Common Stock or shares of Preferred
Stock, and that shares of Preferred Stock may be convertible into shares of
Common Stock or Debt Securities.

         The Debt Securities will be issued pursuant to one or more indentures
in the form filed as an exhibit to the Registration Statement, as amended or
supplemented from time to time (each, an "Indenture"), between the Company, as
obligor, and a trustee chosen by the Company and qualified to act as such under
the Trust Indenture Act of 1939, as amended (each, a "Trustee"). The Warrants
will be issued under one or more warrant agreements (each, a "Warrant
Agreement"), by and among the Company and a financial institution identified
therein as warrant agent (each, a "Warrant Agent").
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Outdoor Systems, Inc.
December 8, 1998
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         In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization and issuance of the Securities. For
purposes of this opinion, we have assumed that such proceedings will be timely
and properly completed, in full compliance with all requirements of applicable
federal, Delaware and other laws, rules, and regulations, in the manner
currently proposed.

         We have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to our satisfaction, of all such agreements, instruments, corporate
records and other documents of the Company as we have deemed necessary or
appropriate for purposes of this opinion. In our examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity to authentic original documents of all
documents submitted to us as copies.

         We have been furnished with, and with your consent have relied upon
exclusively, certificates of officers of the Company with respect to certain
factual matters set forth therein. In addition, we have obtained and relied upon
such certificates and assurances from public officials as we have deemed
necessary.

         We are opining herein only as to the General Corporation Law of the
State of Delaware and, with respect to the opinions set forth in paragraphs 1, 2
and 5 below, the internal laws of the State of New York (excluding the conflict
of law provisions thereof), and we express no opinion with respect to the laws
of any other jurisdiction or, in the case of Delaware, any other laws, or as to
any matters of municipal law or the laws, rules, or regulations of any local
agencies within any state.

         Based upon and subject to the foregoing and the other qualifications
set forth herein, it is our opinion that, as of the date hereof:

         1. When (a) the Company and the Trustee duly execute and deliver an
Indenture and the specific terms of a particular Debt Security have been duly
established in accordance with the terms of such Indenture, and such Debt
Securities have been duly authenticated by the Trustee and duly executed and
delivered on behalf of the Company against payment therefor in accordance with
the terms and provisions of the Indenture and as contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
and (b) when the Registration Statement and any required post-effective
amendments thereto have all become effective under the Securities Act, and (c)
assuming that the terms of the Debt Securities as executed and delivered are as
described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (d) assuming that the Debt Securities as executed
and delivered do not violate any law, rule or regulation applicable to the
Company or result in a default under or breach of any agreement or instrument
binding upon the Company or to which 
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Outdoor Systems, Inc.
December 8, 1998
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the Company or any of its assets is subject, and (e) assuming that the Debt
Securities as executed and delivered comply with all requirements and
restrictions, if any, applicable to the Company, whether or not imposed by any
court or governmental or regulatory body having jurisdiction over the Company
and (f) assuming that the Debt Securities are then issued and sold as
contemplated in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), the Debt Securities will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
the terms of the Debt Securities.

         2. When (a) the Company, the Subsidiaries delivering Guarantees of Debt
Securities and the Trustee duly execute and deliver an Indenture and the
specific terms of the Guarantees and the related Debt Securities have been duly
established in accordance with the terms of the applicable Indenture, the
Guarantees have been duly executed and delivered and the related Debt Securities
have been duly authenticated by the Trustee and duly executed and delivered on
behalf of the Company against payment therefor in accordance with the terms and
provision of the applicable Indenture and as contemplated by the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), and (b) when
the Registration Statement and any required post-effective amendment thereto
have all become effective under the Securities Act, and (c) assuming that the
terms of the Guarantees as executed and delivered are as described in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
and (d) assuming that the Guarantees as executed and delivered do not violate
any law, rule or regulation applicable to each Subsidiary delivering a Guarantee
or result in a default under or breach of any agreement or instrument binding
upon each such Subsidiary or to which any such Subsidiary or any of its assets
is subject, and (e) assuming that the Guarantees as executed and delivered
comply with all requirements and restrictions, if any, applicable to each
Subsidiary delivering a Guarantee, whether or not imposed by any court or
governmental or regulatory body having jurisdiction over each such Subsidiary,
and (f) assuming that the Guarantees are then issued as contemplated in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
the Guarantees will constitute valid and binding obligations of each Subsidiary
delivering a Guarantee, enforceable against each such Subsidiary in accordance
with the terms of the Guarantees.

         3. The Company has the authority pursuant to its Fourth Amended and
Restated Certificate of Incorporation (the "Certificate of Incorporation") to
issue up to 12,000,000 shares of Preferred Stock. When a series of Preferred
Stock has been duly established in accordance with the terms of the Certificate
of Incorporation and applicable law, and upon adoption by the Board of Directors
of the Company of a resolution in form and content as required by applicable law
and upon issuance and delivery of and payment for such shares in the manner
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s) and by such resolution, such shares of such series of
Preferred Stock will be validly issued, fully paid and nonassessable.

         4. The Company has the authority pursuant to its Certificate of
Incorporation to issue up to 600,000,000 shares of Common Stock. Upon adoption
by the Board of Directors of the 
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Outdoor Systems, Inc.
December 8, 1998
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Company of a resolution in form and content as required by applicable law and
upon issuance and delivery of and payment for shares of Common Stock not in
excess of the aggregate number of shares of Common Stock authorized but unissued
or held in treasury by the Company in the manner contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement(s)
and by such resolution, such shares of Common Stock will be validly issued,
fully paid and nonassessable.

         5. When (a) the Company and the Warrant Agent duly execute and deliver
a Warrant Agreement and the specific terms of a particular Warrant have been
duly established in accordance with the terms of such Warrant Agreement, and
such Warrants have been duly authenticated by the Warrant Agent and duly
executed and delivered on behalf of the Company against payment therefor in
accordance with the terms and provisions of the Warrant Agreement and as
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (b) when the Registration Statement and any
required post-effective amendments thereto have all become effective under the
Securities Act, and (c) assuming that the terms of the Warrants as executed and
delivered are as described in the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), and (d) assuming that the Warrants as executed
and delivered do not violate any law, rule, or regulation applicable to the
Company or result in a default under or breach of any agreement or instrument
binding upon the Company or to which the Company or any of its assets is
subject, and (e) assuming that the Warrants as executed and delivered comply
with all requirements and restrictions, if any, applicable to the Company,
whether or not imposed by any court or governmental or regulatory body having
jurisdiction over the Company and (f) assuming that the Warrants are then issued
and sold as contemplated in the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), the Warrants will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.

         The opinions set forth in paragraphs 1, 2 and 5 above are subject to
the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
rights and remedies of creditors; (ii) the effect of general principles of
equity, including without limitation, concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief, regardless of whether enforcement is
considered in a proceeding in equity or at law, and the discretion of the court
before which any proceeding therefor may be brought; (iii) the unenforceability
under certain circumstances under law or court decisions of provisions providing
for the indemnification of, or contribution to, a party with respect to a
liability where such indemnification or contribution is contrary to public
policy; (iv) we express no opinion concerning the enforceability of any waiver
of rights or defenses with respect to stay, extension or usury laws; and (v) we
express no opinion with respect to whether acceleration of Debt Securities may
affect the collectibility of any portion of the stated principal amount thereof
which might be determined to constitute unearned interest thereon. The opinions
set forth in paragraphs 1 and 2 above are further qualified in that certain
remedies, waivers and other provisions of the 
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Outdoor Systems, Inc.
December 8, 1998
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Indenture, the Guarantees and the Debt Securities may be unenforceable;
nevertheless, such unenforceability will not render the Indenture, the
Guarantees or the Debt Securities invalid as a whole or preclude the judicial
enforcement of the obligations of the Company or the Guarantors to pay the
principal of and interest on the Debt Securities as provided therein.

         To the extent that the obligations of the Company and the Subsidiaries
under an Indenture may be dependent upon such matters, we assume for purposes of
this opinion that each of the Company and the Subsidiaries has been duly
organized and is validly existing under applicable state law, and has the
organizational power and authority to issue and sell the Securities; that the
applicable Indenture has been duly authorized by all necessary organizational
action by the Company and the Subsidiaries, has been duly executed and delivered
by the Company and the Subsidiaries and constitutes the legally valid, binding
and enforceable obligation of each of the Company and the Subsidiaries
enforceable against each of the Company and the Subsidiaries in accordance with
its terms; that the Trustee for each Indenture is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; that the Trustee is duly qualified to engage in the activities
contemplated by the applicable Indenture; that the applicable Indenture has been
duly authorized, executed and delivered by the Trustee and constitutes a legally
valid, binding and enforceable obligation of the Trustee, enforceable against
the Trustee in accordance with its terms; that the Trustee is in compliance,
generally and with respect to acting as Trustee under the applicable Indenture,
with all applicable laws and regulations; and that the Trustee has the requisite
organizational and legal power and authority to perform its obligations under
the applicable Indenture.

         To the extent that the obligations of the Company under each Warrant
Agreement may be dependent upon such matters, we assume for purposes of this
opinion that the Company has been duly incorporated and is validly existing as a
corporation under the laws of the State of Delaware and has the corporate power
and authority to issue and sell the Securities; that the applicable Warrant
Agreement has been duly authorized by all necessary corporate action by the
Company, has been duly executed and delivered by the Company and constitutes the
legally valid, binding and enforceable obligation of the Company enforceable
against the Company in accordance with its terms; that the Warrant Agent is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; that the Warrant Agent is duly qualified to engage
in the activities contemplated by the Warrant Agreement; that the Warrant
Agreement has been duly authorized, executed and delivered by the Warrant Agent
and constitutes the legally valid, binding and enforceable obligation of the
Warrant Agent, enforceable against the Warrant Agent in accordance with its
terms; that the Warrant Agent is in compliance, generally and with respect to
acting as a Warrant Agent under the Warrant Agreement, with all applicable laws
and regulations; and that the Warrant Agent has the requisite organizational and
legal power and authority to perform its obligations under the Warrant
Agreement.
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Outdoor Systems, Inc.
December 8, 1998
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         We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus included therein.

                                     Very truly yours,

                                     /s/ Powell, Goldstein, Frazer & Murphy LLP
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