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EXHIBIT 5.2
[PALMER & DODGE LLP LETTERHEAD]
November 15, 2000
Lamar Advertising Company
555 Corporate Boulevard
Baton Rouge, Louisiana 70808
Reference is made to our opinion dated October 19, 2000 and included
as Exhibit 5.1 to the Registration Statement on Form S-3 (the "Registration
Statement") filed on October 20, 2000 by Lamar Advertising Company (the
"Company"), a Delaware corporation, with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). We are rendering this supplemental opinion in connection
with the prospectus supplement (the "Prospectus Supplement") filed on or about
November 16, 2000 by the Company with the Commission pursuant to Rule 424 under
the Securities Act. The Prospectus Supplement relates to the offering by the
Company of up to 4,500,000 shares of the Company's Class A common stock, $0.001
par value (the "Shares"), which Shares are covered by the Registration
Statement. We understand that the Shares are to be offered and sold in the
manner described in the Prospectus Supplement.
We have acted as your counsel in connection with the preparation of
the Registration Statement and the Prospectus Supplement. We are familiar with
the proceedings of the Board of Directors of the Company and its Committees in
connection with the authorization, issuance and sale of the Shares. We have
examined such other documents as we consider necessary to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when issued and delivered by the Company against
payment therefor as set forth in the Prospectus Supplement, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference of our firm under the caption
"Legal Matters" in the Prospectus Supplement.
Very truly yours,
/s/ Palmer & Dodge LLP
