EXHIBIT 5.1
GRAYDON, HEAD & RITCHEY
1900 FIFTH THIRD CENTER
CINCINNATI, OHIO 45202
(513) 621-6464
(513) 651-3836 (FAX)
November 24, 1997
Jacor Communications, Inc.
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Re: Registration on Form S-3, File No. 333-40127, of up to $500,000,000 of
Securities of Jacor Communications, Inc., Jacor
Communications Company, and the Subsidiary Guarantors
Ladies and Gentlemen:
We have acted as counsel to Jacor Communications, Inc., a Delaware
corporation ("Jacor"), Jacor Communications Company, a Florida corporation and
wholly-owned subsidiary of Jacor ("JCC"), and certain Jacor and JCC direct and
indirect subsidiaries (the "Subsidiary Guarantors"), in connection with the
authorization of the possible issuance and sale from time to time by Jacor or
JCC of up to $500,000,000 of (i) shares of Jacor's preferred stock, par value
$.01 per share (the "Jacor Preferred Stock"), (ii) shares of convertible Jacor
Preferred Stock (the "Jacor Convertible Preferred Stock"), (iii) shares of Jacor
Preferred Stock issued in the form of depositary shares evidenced by depositary
receipts (the "Jacor Depositary Shares"), (iv) shares of Jacor's common stock,
par value $.01 per share (the "Jacor Common Stock"), (v) certain convertible
debt securities of Jacor (the "Jacor Convertible Debt Securities"), (vi) certain
debt securities of JCC (the "JCC Debt Securities"), (vii) certain convertible
JCC Debt Securities (the "JCC Convertible Debt Securities"), and (viii) certain
guarantees by Jacor and the Subsidiary Guarantors of the JCC Debt Securities and
the JCC Convertible Debt Securities and by JCC and the Subsidiary Guarantors of
the Jacor Convertible Debt Securities (collectively, the "Guarantees"), in each
case as contemplated by Jacor's, JCC's, and the Subsidiary Guarantors'
Registration Statement on Form S-3 (File No. 333-40127) and any amendments
thereto filed with the Securities and Exchange Commission (the "Registration
Statement"). The Jacor Preferred Stock, Jacor Convertible Preferred Stock, Jacor
Depositary Shares, Jacor Common Stock, Jacor Convertible Debt Securities, JCC
Debt Securities, JCC Convertible Debt Securities, and Guarantees are
collectively referred to herein as the "Securities." Except as otherwise defined
herein, capitalized terms that are defined in the Registration Statement are
used herein as so defined.
As counsel for Jacor, JCC, and the Subsidiary Guarantors, we have examined
such documents, records, and matters of law as we have deemed necessary for
purposes of this opinion. Based on such examination and on the assumptions set
forth below, we are of the opinion that:
1. The Jacor Preferred Stock and Jacor Convertible Preferred Stock, when
(i) issued and sold in accordance with the Registration Statement and the
provisions of an applicable Certificate of Designation that has been duly
adopted by the Board of Directors of Jacor and duly filed in accordance with
Delaware law and (ii) delivered to the purchaser or purchasers thereof upon
receipt by Jacor of such lawful consideration therefor as Jacor's Board of
Directors (or a duly authorized committee thereof or a duly authorized officer
of Jacor) may determine, will be validly issued, fully paid, and nonassessable.
2. The Jacor Depositary Shares, when (i) the terms of the Jacor Depositary
Shares and of their issuance and sale have been duly established in conformity
with the deposit agreement relating to such Jacor Depositary Shares so as not to
violate any applicable law or result in a default under or breach of any
Jacor Communications, Inc.
November 24, 1997
Page 2
agreement or instrument then binding upon Jacor, (ii) the Jacor Preferred Stock
which is represented by Jacor Depositary Shares is validly issued and delivered
(as contemplated above) to the depositary, (iii) the depositary receipts
evidencing the Jacor Depositary Shares are duly issued against the deposit of
the Jacor Preferred Stock in accordance with the deposit agreement, and (iv) the
Jacor Depositary Shares are issued in the manner and for the consideration
contemplated by the Registration Statement, the Prospectus contained therein,
and the applicable Prospectus Supplement, will be validly issued.
3. The Jacor Common Stock, when (i) issued and sold in accordance with the
Registration Statement and (ii) delivered to the purchaser or purchasers thereof
upon receipt by Jacor of such lawful consideration therefor as Jacor's Board of
Directors (or a duly authorized committee thereof or a duly authorized officer
of Jacor) may determine, assuming that Jacor at such time has authorized but
unissued shares of Jacor Common Stock remaining under its Certificate of
Incorporation, will be validly issued, fully paid, and nonassessable.
4. The Jacor Convertible Debt Securities, JCC Debt Securities, and JCC
Convertible Debt Securities, when (i) duly executed by Jacor or JCC, as
applicable, and authenticated by the applicable Trustee in accordance with the
provisions of the applicable Indenture and issued and sold in accordance with
the Registration Statement and (ii) delivered to the purchaser or purchasers
thereof upon receipt by Jacor or JCC, as applicable, of such lawful
consideration therefor as Jacor's or JCC's Board of Directors, as applicable (or
a duly authorized committee thereof or a duly authorized officer of Jacor or
JCC, as applicable), may determine, will be valid and binding obligations of
Jacor or JCC, as applicable, enforceable against Jacor or JCC, as applicable, in
accordance with their terms and entitled to the benefits of the applicable
Indenture, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium, and similar laws affecting creditors' rights and
remedies generally and to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity) and except to the
extent that a waiver of rights under any usury laws may be unenforceable.
5. The Guarantees, when (i) the terms thereof have been duly established in
accordance with applicable law, (ii) the Jacor Convertible Debt Securities, JCC
Debt Securities, and JCC Convertible Debt Securities to which the Guarantees
relate have been duly executed, authenticated, and delivered and the purchase
price therefor has been received by Jacor or JCC, as applicable, and (iii) the
consideration separately payable, if any, for the Guarantees has been received,
will constitute valid and legally binding obligations of Jacor, JCC, and/or the
Subsidiary Guarantors, as applicable, enforceable against Jacor, JCC, and/or the
Subsidiary Guarantors, as applicable, in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium, and similar laws affecting creditors' rights and remedies generally
and to general principles of equity (regardless of whether enforcement is sought
in a proceeding at law or in equity) and except to the extent that a waiver of
rights under any usury laws may be unenforceable.
In rendering the foregoing opinions, we have assumed that (i) the definitive
terms of each class and series of the Securities not presently provided for in
the applicable Indenture or Jacor's Certificate of Incorporation or JCC's
Articles of Incorporation, as applicable, will have been established in
accordance with all applicable provisions of law, the applicable Indenture,
Jacor's Certificate of Incorporation and By-Laws or JCC's Articles of
Incorporation and Bylaws, as applicable, and the authorizing resolutions of
Jacor's or JCC's Board of Directors, as applicable, and reflected in appropriate
documentation approved by us and, if applicable, duly executed and delivered by
Jacor or JCC, as applicable, and any other appropriate party, (ii) any
Securities consisting of Jacor Common Stock or Jacor Preferred Stock, and any
Jacor Common Stock or Jacor Preferred Stock for or into which any other
Securities are exercisable, exchangeable, or convertible, will have been duly
authorized and reserved for issuance, (iii) the deposit agreement relating to
the Depositary Shares will have been duly authorized, executed, and delivered
by, and will constitute a valid and binding obligation of, each party thereto,
(iv) the interest rate on the Jacor Convertible Debt Securities, JCC
Jacor Communications, Inc.
November 24, 1997
Page 3
Debt Securities, or JCC Convertible Debt Securities will not be higher than the
maximum lawful rate permitted from time to time under applicable law, (v) the
instruments relating to the Guarantees will have been duly authorized, executed,
and delivered by, and will constitute a valid and binding obligation of, each
party thereto, (vi) the Registration Statement, and any amendments thereto, will
have become effective, (vii) a Prospectus Supplement describing each class or
series of Securities offered pursuant to the Registration Statement will have
been filed with the Securities and Exchange Commission, (viii) the resolutions
authorizing Jacor, JCC, and the Subsidiary Guarantors to register, offer, sell,
and issue the Securities will remain in effect and unchanged at all times during
which the Securities are offered, sold, or issued by Jacor, JCC, and the
Subsidiary Guarantors, and (ix) all Securities will be issued in compliance with
applicable federal and state securities laws.
In rendering the foregoing opinions, we have relied as to certain factual
matters upon certificates of officers of Jacor, JCC, and the Subsidiary
Guarantors, and we have not independently checked or verified the accuracy of
the statements contained therein. In rendering the foregoing opinions, our
examination of matters of law has been limited to the laws of the State of Ohio,
the General Corporation Law of the State of Delaware, and the federal laws of
the United States of America, as in effect on the date hereof.
We understand that prior to offering for sale any Securities you will advise
us in writing of the terms of such offering and of such Securities, will afford
us an opportunity to review the operative documents (including the applicable
Prospectus Supplement) pursuant to which the Securities are to be offered, sold,
and issued, and will file as an exhibit to the Registration Statement such
supplement or amendment to this opinion (if any) as we may reasonably consider
necessary or appropriate by reason of the terms of such Securities or any
changes in Jacor's, JCC's, or the Subsidiary Guarantors' capital structure or
other pertinent circumstances.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and amendments thereto and to the reference to us in the
Prospectus under the caption "Validity of Securities" and in the Prospectus
Supplement under the caption "Legal Matters."
Very truly yours,
GRAYDON, HEAD & RITCHEY
By: /s/ Richard G. Schmalzl
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Richard G. Schmalzl