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EXHIBIT 5.1
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
November 13, 2000
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
We are rendering this opinion in connection with the Registration
Statement on Form S-4 (the "Registration Statement") filed by Lamar Advertising
Company (the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to the registration of up to 725,000 shares (the
"Merger Shares") of the Company's Class A Common Stock, $0.001 par value, to be
issued in connection with the merger of a wholly owned subsidiary of the
Company with and into Bowlin Outdoor Advertising & Travel Centers Incorporated
("Bowlin") pursuant to an Agreement and Plan of Merger dated as of October 3,
2000 (the "Agreement") among the Company, such subsidiary and Bowlin. We
understand that the Merger Shares are to be offered and sold in the manner
described in the Registration Statement.
We have acted as your counsel in connection with the preparation of
the Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization and issuance of the Merger Shares.
We have examined all such documents as we consider necessary to enable us to
render this opinion.
Based upon the foregoing, we are of the opinion that upon issuance in
accordance with the Agreement, the Merger Shares will be duly authorized,
validly issued, fully paid and nonassessable.
The foregoing opinion is limited to Delaware General Corporation Law
(including the applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting these laws) and the federal laws of the United
States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under "Legal Matters"
in prospectus filed as part thereof.
Very truly yours,
/s/ Palmer & Dodge LLP
