EXHIBIT 5.1
[SASM&F Letterhead]
October 20, 1998
Radio Unica Corp.
8400 N.W. 52nd Street
Suite 101
Miami, Florida 33166
Re: Radio Unica Corp. Registration
Statement on Form S-4
(File No.333-61211)
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Ladies and Gentlemen:
We have acted as special counsel to Radio Unica Corp., a Delaware
corporation (the "Company"), and each of the Company's wholly-owned subsidiaries
set forth in Schedule A hereto (the "Guarantors"), in connection with the public
offering by the Company of $158,088,000 aggregate principal amount at maturity
of the Company's 11 3/4% Senior Discount Notes Series B due 2006 (the
"Notes"), which are to be fully and unconditionally guaranteed on a senior
unsecured basis pursuant to the guarantees (the "Guarantees") by each of the
Guarantors. The Notes are to be issued pursuant to an exchange offer (the
"Exchange Offer") in exchange for a like principal amount at maturity of the
issued and outstanding 11 3/4% Senior Discount Notes due 2006 of the Company
(the "Old Notes") under the Indenture, dated as of July 27, 1998, as
supplemented as of September 11, 1998 (the "Indenture"), by and among the
Company, the Guarantors named therein and Wilmington Trust Company, as Trustee
(the "Trustee"), as contemplated by the Registration Rights Agreement, dated as
of July 22, 1998 (the "Registration Rights Agreement"), by and among the
Company, the Guaran-
tors party thereto, CIBC Oppenheimer Corp. and Bear, Stearns & Co. Inc.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-B under the Securities Act of 1933, as amended
(the "Act").
In connection with rendering this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-4 (File No. 33-61211) as filed with the
Securities and Exchange Commission (the "Commission") on August 11, 1998 under
the Act, Amendment No. 1 thereto as filed with the Commission on September 4,
1998 and Amendment No. 2 thereto to be filed with the Commission on the date
hereof (such Registration Statement, as so amended, being hereafter referred to
as the "Registration Statement"); (ii) an executed copy of the Registration
Rights Agreement; (iii) an executed copy of the Indenture; (iv) specimens of the
certificates representing the Notes and the Guarantees included as exhibits to
the Indenture; (v) the Certificate of Incorporation of the Company and each of
the Guarantors (other than Sales (as hereinafter defined)), as in effect on the
date hereof; (vi) the By-Laws of the Company and each of the Guarantors (other
than Sales), as in effect on the date hereof;(vii) certain resolutions adopted
by the Board of Directors of the Company and each of the Guarantors (other than
Sales) relating to the Exchange Offer, the issuance of the Old Notes and the
Notes, the Indenture, the Guarantees, and related matters; and (viii) the Form
T-1 of the Trustee filed as an exhibit to the Registration Statement. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company or the Guarantors, we have assumed that
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such parties had or will have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and the validity and binding effect thereof. As to
any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company, the
Guarantors and others.
We have also assumed that the execution, authentication and delivery
by the Company and the Guarantors of the Notes or the Guarantees, as the case
may be, and the Indenture and the performance of their respective obligations
thereunder do not and will not violate, conflict with or constitute a breach or
default under (i) any agreement or instrument to which any of the Company or the
Guarantors is a party or by which any of them may be bound, or to which any of
their respective properties or assets is subject, (ii) any statute, law, rule,
or regulation to which any of the Company, the Guarantors or any of their
respective properties may be subject, (iii) any judicial or regulatory order or
decree of any governmental authority to which any of the Company or the
Guarantors may be subject or (iv) any consent, approval, license, authorization
or validation of, or filing, recording or registration with any governmental
authority.
We have further assumed that (i) Radio Unica Sales Corp., a Florida
corporation ("Sales"), (a) is validly existing and in good standing under the
laws of the State of Florida and (b) has the corporate power and authority to
execute, deliver and perform its obligations under the Notes and its Guarantee;
and (ii) the execution, delivery and performance of the Notes and its Guarantee
have been duly authorized by all requisite action on the part of Sales.
Members of our firm are admitted to the bar in the States of
California, New York and Delaware, and we do not express any opinion as to the
laws of any other jurisdiction other than the federal laws of the United States
of America to the extent specifically referred to herein.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions
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set forth herein, we are of the opinion that when (i) the Registration Statement
becomes effective and the Indenture is qualified under the Trust Indenture Act
of 1939, as amended; (ii) the Notes have been duly executed and authenticated in
accordance with the terms of the Indenture and have been delivered upon
consummation of the Exchange Offer against receipt of Old Notes surrendered in
exchange therefor in accordance with the terms of the Exchange Offer; and (iii)
the Guarantees by each of the Guarantors have been duly executed by the
respective Guarantors and have been delivered upon consummation of the Exchange
Offer in accordance with the terms of the Exchange Offer, the Notes and the
Guarantees will constitute valid and binding obligations of the Company and the
Guarantors, respectively, enforceable against the Company and the Guarantors in
accordance with their respective terms, except to the extent that enforcement
thereof may be limited by (1) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws now or hereafter in
effect relating to creditors' rights generally and (2) general principles of
equity (regardless of whether enforceability is considered in a proceeding at
law or in equity).
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
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SCHEDULE A
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Oro Spanish Broadcasting, Inc.
Radio Unica of San Francisco, Inc.
Radio Unica of San Francisco License Corp.
Radio Unica of Miami, Inc.
Radio Unica of Miami License Corp.
Radio Unica of Los Angeles, Inc.
Radio Unica of Los Angeles License Corp.
Radio Unica of San Antonio, Inc.
Radio Unica Network, Inc.
Radio Unica Sales Corp.
Blaya, Inc.
Radio Unica of Houston License Corp.
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