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EXHIBIT 5.1
Buchanan Ingersoll Professional Corporation
July 27, 2000
Board of Directors
Radio One, Inc.
5900 Princess Garden Parkway, 8th Floor
Lanham, Maryland 20706
RE: RADIO ONE, INC. REGISTRATION STATEMENT ON FORM S-8.
Ladies and Gentlemen:
We have acted as counsel to Radio One, Inc., a Delaware corporation
("Radio One"), in connection with its registration statement on Form S-8 (the
"Registration Statement"), filed under the Securities Act of 1933, as amended,
relating to the registration of 2,816,198 of its shares of Class D common stock,
par value $.001 (the "Shares"), issuable pursuant to the 1999 Stock Option and
Restricted Stock Grant Plan, as amended (the "Plan").
In that connection, we have examined such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Amended and Restated Certificate of Incorporation
and the Amended and Restated Bylaws of Radio One. In the examination of such
documents, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity to those
original documents of all documents submitted to us as certified or photostatic
copies.
Based on the foregoing, we are of the opinion that when the
Registration Statement shall have been declared effective by the Securities and
Exchange Commission and when the Shares have been duly issued and delivered
pursuant to the terms of the Plan, such Shares will be validly issued, fully
paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ James S. Barnes
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One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
(412) 562-8800
