Exhibit 5.2
June 26, 1998
Cumulus Media Inc.
111 East Kilbourn Avenue
Suite 2700
Milwaukee, WI 53202
Ladies and Gentlemen:
We have acted as special counsel to Cumulus Media Inc, an Illinois
corporation (the "Company") and each of the Company's subsidiaries listed in
Exhibit A attached hereto (the "Guarantor Subsidiaries") in connection with
the issuance of $10,000,000 Senior Subordinated Notes due 2008 (the "Notes")
of the Company, in a public offering pursuant to a Registration Statement on
Form S-1 (Registration No. 333- ), as amended (the "Registration
Statement"), filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended on the date hereof. The Notes
will be issued pursuant to an Indenture (the "Indenture") to be entered into
by the Company, the Guarantor Subsidiaries and Firstar Bank of Minnesota,
N.A., as Trustee. We understand that the Notes will be guaranteed on a
senior subordinated basis by each of the Guarantor Subsidiaries (the
"Guarantees"). The Registration Statement incorporates by reference the
registration statement on Form S-1 (No. 333-48849), which was declared
effective on June 25, 1998.
In our capacity as counsel for the Company in connection with the
matters referred to above, we have examined the Registration Statement, the
Indenture, the Guarantees and the form of the Notes, and the originals or copies
certified or otherwise identified, of records of corporate action of the Company
as furnished to us by the Company, certificates of public officials and of
representatives of the Company, statutes and other instruments and documents, as
a basis for the opinions hereinafter expressed.
We are members of the bar of the State of New York and we express no
opinion as to the laws of any jurisdiction other than the federal laws of the
United States and the laws of the State of New York.
Cumulus Media Inc.
June 26, 1998
Page 2
Based upon and subject to the foregoing, we are of the opinion that:
(a) the Notes, when duly executed and delivered by the Company,
authenticated by the Trustee and paid for upon the terms set forth in the
Registration Statement, and after the due execution and delivery of the
Indenture, will constitute the valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their terms and
entitled to the benefits under the Indenture.
(b) the respective Guarantees, when duly executed and delivered by
each Subsidiary Guarantor upon the terms set forth in the Registration
Statement, and after the due execution and delivery of each of the Indenture and
the Notes, will constitute the valid and legally binding obligation of such
Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in
accordance with its terms and entitled to the benefits under the Indenture.
The foregoing opinions are subject to (1) applicable bankruptcy,
insolvency, fraudulent conveyance, fraudulent transfer, moratorium or other laws
affecting creditors' rights generally from time to time in effect, (2)
principles governing the availability of equitable relief (regardless of whether
enforcement is sought in a proceeding in equity or at law).
We hereby consent to the filing of this opinion of counsel as Exhibit
5.2 to the Registration Statement and to the reference to our Firm under the
caption "Legal Matters" in the prospectus relating to the Notes included in the
Registration Statement.
Very truly yours,
/s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP
Cumulus Media Inc.
June 26, 1998
Page 3
Subsidiary Guarantor Jurisdiction of Incorporation
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Cumulus Broadcasting, Inc. Nevada
Cumulus Licensing Corp. Nevada
Caribbean Communications Company Ltd. Montserrat
GEM Radio Five Ltd. Trinidad and Tobago
Forjay Broadcasting Corporation South Carolina
Forjay Licensing Corp. Nevada
Minority Radio Associates, Inc. Georgia
MRA Licensing Corp. Nevada