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EXHIBIT 5
[Gibson, Dunn & Crutcher LLP Letterhead]
June 29, 2000
(949) 451-3800 C 80253-00015
Salem Communications Corporation
4880 Santa Rosa Road
Suite 300
Camarillo, CA 93012
Re: Registration Statement on Form S-8 for 100,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a registration
statement on Form S-8 (the "Registration Statement") to be filed by you under
the Securities Act of 1933, as amended (the "Securities Act"), for the purpose
of registering 1,000,000 shares of Class A common stock, par value $0.01 per
share (the "Common Stock"), of Salem Communications Corporation, a Delaware
corporation (the "Company"), reserved for issuance pursuant to the Company's
1999 Stock Incentive Plan (the "Plan").
For purposes of rendering this opinion, we have made such legal and
factual examinations as we have deemed necessary under the circumstances and, as
part of such examinations, we have examined, among other things, originals and
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed necessary
or appropriate. For the purposes of such examinations, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us.
On the basis of and in reliance upon the foregoing examinations and
assumptions, we are of the opinion that, assuming the Registration Statement
shall have become effective pursuant to the provisions of the Securities Act,
the shares of Common Stock being offered under the Plan, when issued in
accordance with the Registration Statement and the provisions of the Plan, will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
TDM/JDB/AM
