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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
June 30, 2000
Beasley Broadcast Group, Inc.
3033 Riviera Drive, Suite 200
Naples, Fl 34103
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Beasley Broadcast Group, Inc. (the
"Company") in connection with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1993,
as amended, of 3,000,000 shares of Common Stock (the "Shares") reserved for
issuance under The 2000 Equity Plan of Beasley Broadcast Group, Inc. (the
"Plan").
We have examined such questions of law and fact as we have
considered necessary or appropriate for purposes of this opinion.
We are opining herein as to the effect on the subject
transaction of only the General Corporation Law of the State of Delaware, and we
express no opinion with respect to the applicability thereto or the effect
thereon of any other laws or as to any matters of municipal law or any other
local agencies within any state.
Subject to the foregoing and in reliance thereon, it is our
opinion that upon the exercise of options granted pursuant to the Plan and upon
the issuance and payment for the shares in accordance with the terms set forth
in the Plan and Registration Statement and subject to the Company completing
all actions and proceedings required on its part to be taken prior to the
issuance of the Shares pursuant to the terms of the Plan and the Registration
Statement, the Shares will be validly issued, fully paid and non-assessable
securities of the Company.
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LATHAM & WATKINS
June 30, 2000
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We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement, including the prospectus constituting a
part thereof, and any amendments thereto.
Very truly yours,
/S/ LATHAM & WATKINS
