EXHIBIT 5.2

                               GRAYDON, HEAD & RITCHEY
                               1900 FIFTH THIRD CENTER
                                CINCINNATI, OHIO 45202




                                  February 3, 1998





Jacor Communications, Inc.
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011

     Re:  Issuance of $383,573,000 Aggregate Principal Amount at
          Maturity of Liquid Yield Option Notes due 2018 (the "LYONs") of Jacor
          Communications, Inc. with gross proceeds of $150,000,000 and an 
          additional $43,344,000 Aggregate Principal Amount at Maturity of 
          LYONs with gross proceeds of $16,950,000 upon Exercise of the
          Underwriters' Over Allotment Option Pursuant to Registration 
          Statement on Form S-3 (File No. 333-40127) Filed with the
          Securities and Exchange Commission

Gentlemen:

     We have acted as counsel to Jacor Communications, Inc., a Delaware
corporation ("Company"), in connection with the issuance by the Company of the
LYONs pursuant to the public offerings of such LYONs, and the underlying shares
of the Company's common stock, $.01 par value, as may be required for issuance
upon conversion of the LYONs (the "Conversion Shares), as set forth in the
Registration Statement on Form S-3 (File No. 333-40127), 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 following opinions:


Jacor Communications, Inc.
Page 2
February 3, 1998

     (i)  the LYONs, when authenticated  in accordance with the terms of the
indenture (the "Indenture") to be entered into between the Company and the Bank
of New York, as trustee, a copy of which is filed as an exhibit to the
Registration Statement, and delivered and paid for as contemplated by the
Registration Statement, will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms and
entitled to the benefits of the indenture, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditor's rights and remedies generally and to the general principles
if 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.

     (ii) the Conversion Shares initially issuable upon conversion of the LYONs
have been duly authorized and reserved for issuance upon conversion of the
LYONs, are free of preemptive rights, and, when issued upon conversion of the
LYONs in accordance with the terms of the Indenture, will be validly issued,
fully paid and non-assessable.

     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 Supplement dated February 3, 
1998 under the caption "Legal Matters."

                              Very truly yours,

                              GRAYDON, HEAD & RITCHEY



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