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Exhibit 5.1
[Kirkland & Ellis Letterhead]
October 11, 2000
Radio One, Inc.
5900 Princess Garden Parkway
8th Floor
Lanham, Maryland 20706
Re: Radio One, Inc.,
Registration Statement on Form S-3
Dear Ladies and Gentlemen:
We are acting as counsel to Radio One, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), of a Registration Statement on Form S-3 (the "Registration
Statement") pertaining to the registration by the Company of: (i) 310,000
shares of the Company's 6 1/2% Convertible Preferred Securities Remarketable
Term Income Deferrable Equity Securities (HIGH TIDES)SM ("HIGH TIDES") and (ii)
shares of class D common stock of the Company, par value $.001 per share,
initially issuable upon conversion of the HIGH TIDES (the "Conversion Shares").
The HIGH TIDES and the Conversion Shares shall hereinafter be referred to
collectively as the "Shares."
We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents, corporate records and other instruments as
we have deemed necessary for the purposes of this opinion, including the
following: (i) the Amended and Restated Certificate of Incorporation of the
Company and the Amended and Restated Bylaws of the Company, each as amended to
the date hereof, (ii) the Certificate of Designations of the Company setting
forth the rights and preferences of the HIGH TIDES (the "Certificate of
Designations"), and (iii) certain resolutions adopted by the Board of Directors
of the Company. In addition, we have made such other and further investigations
as we have deemed necessary to enable us to express the opinions hereinafter
set forth.
Based upon the foregoing and having regard to legal considerations that we
deem relevant, and subject to the comments and qualifications set forth below,
it is our opinion that (i) the Shares have been duly authorized, (ii) the HIGH
TIDES, when issued by the Company, were duly and validly issued, fully paid and
non-assessable, and (iii) the Conversion Shares have been duly reserved for
issuance upon conversion of the HIGH TIDES, and when issued in accordance with
the terms of the Certificate of Designations, will be validly issued, fully
paid and non-assessable.
For purposes of this opinion, we have with your permission made the
following assumptions, in each case without independent verification: (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to the originals of all documents submitted to us as copies, (iii) the
authenticity of the originals of all documents submitted to us as copies, (iv)
the genuineness of the signatures of persons signing all documents in
connection with which this opinion is rendered, (v) the authority of such
persons signing all documents on behalf of the parties thereto and (vi) the due
authorization, execution and delivery of all documents by the parties thereto.
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Radio One, Inc.
October 11, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the section
entitled "Legal Matters" in the prospectus included in the Registration
Statement. In giving such consent, we do not thereby concede that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations promulgated thereunder.
We do not find it necessary for purposes of this opinion to cover, and
accordingly we do not purport to cover herein, the application of the
securities or "Blue Sky" laws of the various states to the offering and sale of
the Shares. This opinion shall be limited to the laws of the State of Delaware.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
/s/ KIRKLAND & ELLIS
KIRKLAND & ELLIS
