JACOR COMMUNICATIONS CO, S-3MEF, 1997-05-15

JACOR COMMUNICATIONS CO
S-3MEF, 1997-05-15
TELEVISION BROADCASTING STATIONS

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1997

REGISTRATION NO. 333-

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933
--------------------------

<TABLE>
<S> <C>
JACOR COMMUNICATIONS, INC. JACOR COMMUNICATIONS COMPANY
(Exact name of registrant as specified (Exact name of registrant as specified
in its charter) in its charter)
</TABLE>

<TABLE>
<S> <C> <C> <C>
DELAWARE 31-0978313 FLORIDA 59-2054850
(STATE OR OTHER (I.R.S. EMPLOYER (STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION JURISDICTION OF IDENTIFICATION
INCORPORATION OR NO.) INCORPORATION OR NO.)
ORGANIZATION) ORGANIZATION)
</TABLE>

<TABLE>
<S> <C> <C>
JACOR BROADCASTING CORPORATION OHIO 31-1363232
BROADCAST FINANCE, INC. OHIO 31-1390698
JACOR BROADCASTING OF FLORIDA, INC. FLORIDA 31-1102108
JACOR BROADCASTING OF ATLANTA, INC. GEORGIA 31-1133504
JACOR BROADCASTING OF COLORADO, INC. COLORADO 31-1212116
JACOR BROADCASTING OF KNOXVILLE, INC. DELAWARE 31-1125479
JACOR BROADCASTING OF TAMPA BAY, INC. FLORIDA 31-1234979
JACOR CABLE, INC. KENTUCKY 31-1273897
GEORGIA NETWORK EQUIPMENT, INC. GEORGIA 31-0317907
JACOR BROADCASTING OF SAN DIEGO, INC. DELAWARE 31-1440011
JACOR BROADCASTING OF ST. LOUIS, INC. MISSOURI 43-1735433
JACOR BROADCASTING OF SARASOTA, INC. FLORIDA 31-1468564
INMOBILIARIA RADIAL, S.A. DE C.V. MEXICO NOT APPLICABLE
NOBLE BROADCAST GROUP, INC. DELAWARE 33-0215206
NOBLE BROADCAST OF COLORADO, INC. CALIFORNIA 33-0250362
NOBLE BROADCAST OF SAN DIEGO, INC. CALIFORNIA 95-3230874
NOBLE BROADCAST OF ST. LOUIS, INC. DELAWARE 33-0294761
NOBLE BROADCAST OF TOLEDO, INC. CALIFORNIA 30-0200806
NOVA MARKETING GROUP, INC. CALIFORNIA 33-0578898
NOBLE BROADCAST LICENSES, INC. CALIFORNIA 34-1794221
NOBLE BROADCAST HOLDINGS, INC. DELAWARE 33-0492627
SPORTS RADIO BROADCASTING, INC. CALIFORNIA 33-0525378
NOBRO, S.C. MEXICO NOT APPLICABLE
SPORTS RADIO, INC. CALIFORNIA 95-4350343
NOBLE BROADCAST CENTER, INC. CALIFORNIA 33-0189045
CITICASTERS CO. OHIO 31-1081002
GACC-N26LB, INC. DELAWARE 31-1231527
GACC-340, INC. DELAWARE 31-1251968
CINE GUARANTORS, INC. CALIFORNIA 95-2677644
GREAT AMERICAN TELEVISION PRODUCTIONS, INC. CALIFORNIA 31-1019819
CINE GUARANTORS II, INC. CALIFORNIA 95-2960196
GREAT AMERICAN MERCHANDISING GROUP, INC. NEW YORK 13-2658721
TAFT-TCI SATELLITE SERVICES, INC. COLORADO 84-0863016
CINE FILMS, INC. CALIFORNIA 95-2945526
THE SY FISCHER COMPANY AGENCY, INC. CALIFORNIA 95-2792659
LOCATION PRODUCTIONS, INC. CALIFORNIA 95-2556702
LOCATION PRODUCTIONS II, INC. CALIFORNIA 95-2945537
VTTV PRODUCTIONS CALIFORNIA 31-0924795
F.M.I. PENNSYLVANIA, INC. PENNSYLVANIA 59-1648738
WHOK, INC. OHIO 34-1092716
CINE MOBILE SYSTEMS INT'L. N.V. ANTILLE NOT APPLICABLE
CINE MOVIL S.A. DE C.V. MEXICO NOT APPLICABLE
CINE GUARANTORS II, LTD. CANADA NOT APPLICABLE
REGENT BROADCASTING OF CHARLESTON, INC. DELAWARE 57-1030503
REGENT BROADCASTING OF KANSAS CITY, INC. DELAWARE 43-1722735

(Registrants continued on next page)
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

(Registrants continued from previous page)
<TABLE>
<S> <C> <C>
REGENT BROADCASTING OF LAS VEGAS, INC. DELAWARE 61-1263208
REGENT BROADCASTING OF LAS VEGAS II, INC. DELAWARE 31-1506631
REGENT BROADCASTING OF LOUISVILLE, INC. DELAWARE 61-1257881
REGENT BROADCASTING OF LOUISVILLE II, INC. DELAWARE 31-1506626
REGENT BROADCASTING OF SALT LAKE CITY, INC. DELAWARE 87-0546502
REGENT BROADCASTING OF SALT LAKE CITY II, INC. DELAWARE 31-1506618
REGENT LICENSEE OF CHARLESTON, INC. DELAWARE 57-1031405
REGENT LICENSEE OF KANSAS CITY, INC. DELAWARE 43-1724459
REGENT LICENSEE OF LAS VEGAS, INC. DELAWARE 88-0345737
REGENT LICENSEE OF LAS VEGAS II, INC. DELAWARE 31-1506613
REGENT LICENSEE OF LOUISVILLE, INC. DELAWARE 61-1289758
REGENT LICENSEE OF LOUISVILLE II, INC. DELAWARE 31-1506609
REGENT LICENSEE OF SALT LAKE CITY, INC. DELAWARE 87-0546823
REGENT LICENSEE OF SALT LAKE CITY II, INC. DELAWARE 31-1506621
EFM PROGRAMMING, INC. DELAWARE 31-1511358

<CAPTION>
(STATE OR OTHER
JURISDICTION OF (I.R.S. EMPLOYER
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS INCORPORATION OR IDENTIFICATION
CHARTER) ORGANIZATION) NUMBER)
- ------------------------------------------------------- ------------------------ ------------------
</TABLE>

50 EAST RIVERCENTER BOULEVARD
12TH FLOOR
COVINGTON, KENTUCKY 41011
(606) 655-2267

(Address, including zip code, and telephone number, including area code,
of registrants' principal executive offices)
--------------------------

R. CHRISTOPHER WEBER

JACOR COMMUNICATIONS, INC.

50 EAST RIVERCENTER BOULEVARD
12TH FLOOR
COVINGTON, KENTUCKY 41011
(606) 655-2267

(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------

Copies of Communications to:

<TABLE>
<S> <C>
RICHARD G. SCHMALZL, ESQ. GREGG A. NOEL,
DOUGLAS D. ROBERTS, ESQ. ESQ.
GRAYDON, HEAD & RITCHEY SKADDEN, ARPS,
1900 FIFTH THIRD CENTER SLATE, MEAGHER &
CINCINNATI, OHIO 45202 FLOM LLP
(513) 621-6464 300 SOUTH GRAND
(513) 651-3836 (FAX) AVENUE, SUITE
3400
LOS ANGELES,
CALIFORNIA 90071
(213) 687-5000
(213) 687-5600
(FAX)
</TABLE>

--------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ File No. 333-19291

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------

<TABLE>
<CAPTION>
PROPOSED MAXIMUM
AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PRICE(1)(2) REGISTRATION FEE
<S> <C> <C> <C>
Debt Securities of Jacor Communications Company
Convertible Debt Securities of Jacor Communications
Company
Preferred Stock of Jacor Communications, Inc.
Convertible Preferred Stock of Jacor Communications, Inc.
Depositary Shares of Jacor Communications, Inc.
Convertible Debt Securities of Jacor Communications, Inc.
Common Stock of Jacor Communications, Inc.
Guarantees of Jacor Communications Company Debt
Securities and Convertible Debt Securities by Jacor
Communications, Inc. and Subsidiary Guarantors
Total (1) $50,000,000 $15,151.52
</TABLE>

(1) Not specified as to each class of securities to be registered hereunder
pursuant to General Instruction II.D. of Form S-3.

(2) Estimated solely for purposes of calculating the registration fee, which is
calculated in accordance with Rule 457(o) under the Securities Act of 1933.
--------------------------

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Registrants hereby incorporate by reference into this Registration
Statement on Form S-3 in its entirety the Omnibus Shelf Registration Statement
on Form S-3 (File No. 333-19291), as amended and supplemented, declared
effective on April 21, 1997 by the Securities and Exchange Commission (the
"Omnibus Shelf Registration Statement").
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day
of May, 1997.

JACOR COMMUNICATIONS, INC.

By /s/ R. CHRISTOPHER WEBER
------------------------------------------
R. Christopher Weber
SENIOR VICE PRESIDENT, CHIEF FINANCIAL
OFFICER
AND ASSISTANT SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS /s/ R. CHRISTOPHER WEBER
- -------------------------------------- --------------------------------------
Randy Michaels R. Christopher Weber
CHIEF EXECUTIVE OFFICER AND DIRECTOR SENIOR VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND ASSISTANT SECRETARY

/s/ ROBERT L. LAWRENCE /s/ ROD F. DAMMEYER
- -------------------------------------- --------------------------------------
Robert L. Lawrence Rod F. Dammeyer
PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR
DIRECTOR

/s/ SHELI Z. ROSENBERG /s/ F. PHILIP HANDY
- -------------------------------------- --------------------------------------
Sheli Z. Rosenberg F. Philip Handy
VICE CHAIRMAN AND DIRECTOR DIRECTOR

/s/ JOHN W. ALEXANDER /s/ MARC LASRY
- -------------------------------------- --------------------------------------
John W. Alexander Marc Lasry
DIRECTOR DIRECTOR

/s/ PETER C.B. BYNOE /s/ MAGGIE WILDEROTTER
- -------------------------------------- --------------------------------------
Peter C.B. Bynoe Maggie Wilderotter
DIRECTOR DIRECTOR

/s/ SAMUEL ZELL
- --------------------------------------
Samuel Zell
CHAIRMAN OF THE BOARD AND DIRECTOR

II-1
<PAGE>
SIGNATURES

JACOR COMMUNICATIONS COMPANY

By /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
ASSISTANT SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ R. CHRISTOPHER WEBER*
- -------------------------------------- --------------------------------------
Randy Michaels R. Christopher Weber
PRESIDENT SENIOR VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND DIRECTOR

*By: /s/ JON M. BERRY /s/ JON M. BERRY
------------------------------ -------------------------------------------
Jon M. Berry Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT DIRECTOR
TO A POWER OF ATTORNEY
PREVIOUSLY FILED.

II-2
<PAGE>
SIGNATURES

GREAT AMERICAN MERCHANDISING GROUP, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-3
<PAGE>
SIGNATURES

CINE GUARANTORS II, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-4
<PAGE>
SIGNATURES

GREAT AMERICAN TELEVISION PRODUCTIONS, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-5
<PAGE>
SIGNATURES

CINE GUARANTORS, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-6
<PAGE>
SIGNATURES

GACC-340, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-7
<PAGE>
SIGNATURES

GACC-N26LB, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-8
<PAGE>
SIGNATURES

CITICASTERS CO.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

/s/ R. CHRISTOPHER WEBER*
- --------------------------------------
R. Christopher Weber
DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-9
<PAGE>
SIGNATURES

SPORTS RADIO BROADCASTING, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-10
<PAGE>
SIGNATURES

NOBRO, S.C.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ JON M. BERRY
- --------------------------------------
Jon M. Berry
DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-11
<PAGE>
SIGNATURES

SPORTS RADIO, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-12
<PAGE>
SIGNATURES

NOBLE BROADCAST CENTER, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-13
<PAGE>
SIGNATURES

JACOR BROADCASTING CORPORATION

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

/s/ R. CHRISTOPHER WEBER*
- --------------------------------------
R. Christopher Weber
DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-14
<PAGE>
SIGNATURES

BROADCAST FINANCE, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

/s/ R. CHRISTOPHER WEBER*
- --------------------------------------
R. Christopher Weber
DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-15
<PAGE>
SIGNATURES

JACOR BROADCASTING OF FLORIDA, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT AND DIRECTOR TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-16
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, The Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day
of May, 1997.

JACOR BROADCASTING OF ATLANTA, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-17
<PAGE>
SIGNATURES

JACOR BROADCASTING OF COLORADO, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-18
<PAGE>
SIGNATURES

JACOR BROADCASTING OF KNOXVILLE, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-19
<PAGE>
SIGNATURES

JACOR BROADCASTING OF TAMPA BAY, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-20
<PAGE>
SIGNATURES

GEORGIA NETWORK EQUIPMENT, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-21
<PAGE>
SIGNATURES

JACOR CABLE, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-22
<PAGE>
SIGNATURES

JACOR BROADCASTING OF SAN DIEGO, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

/s/ R. CHRISTOPHER WEBER*
- --------------------------------------
R. Christopher Weber
DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-23
<PAGE>
SIGNATURES

JACOR BROADCASTING OF ST. LOUIS, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

/s/ R. CHRISTOPHER WEBER*
- --------------------------------------
R. Christopher Weber
DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-24
<PAGE>
SIGNATURES

JACOR BROADCASTING OF SARASOTA, INC.

By: /s/ Jon M. Berry
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER

/s/ R. CHRISTOPHER WEBER*
- --------------------------------------
R. Christopher Weber
DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-25
<PAGE>
SIGNATURES

F.M.I. PENNSYLVANIA, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-26
<PAGE>
SIGNATURES

INMOBILIARIA RADIAL, S.A. DE C.V.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ JON M. BERRY
- --------------------------------------
Jon M. Berry
DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-27
<PAGE>
SIGNATURES

NOBLE BROADCAST GROUP, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-28
<PAGE>
SIGNATURES

NOBLE BROADCAST OF COLORADO, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-29
<PAGE>
SIGNATURES

NOBLE BROADCAST OF SAN DIEGO, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-30
<PAGE>
SIGNATURES

NOBLE BROADCAST OF ST. LOUIS, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-31
<PAGE>
SIGNATURES

NOBLE BROADCAST OF TOLEDO, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-32
<PAGE>
SIGNATURES

NOVA MARKETING GROUP, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-33
<PAGE>
SIGNATURES

NOBLE BROADCAST LICENSES, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-34
<PAGE>
SIGNATURES

NOBLE BROADCAST HOLDINGS, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-35
<PAGE>
SIGNATURES

CINE GUARANTORS II, LTD.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-36
<PAGE>
SIGNATURES

THE SY FISCHER COMPANY AGENCY, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-37
<PAGE>
SIGNATURES

CINE MOVIL S.A. DE C.V.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-38
<PAGE>
SIGNATURES

CINE MOBILE SYSTEMS INT'L. N.V.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-39
<PAGE>
SIGNATURES

WHOK, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

/s/ R. CHRISTOPHER WEBER*
- --------------------------------------
R. Christopher Weber
DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-40
<PAGE>
SIGNATURES

VTTV PRODUCTIONS

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-41
<PAGE>
SIGNATURES

LOCATION PRODUCTIONS II, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-42
<PAGE>
SIGNATURES

LOCATION PRODUCTIONS, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-43
<PAGE>
SIGNATURES

CINE FILMS, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-44
<PAGE>
SIGNATURES

TAFT-TCI SATELLITE SERVICES, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-45
<PAGE>
SIGNATURES

REGENT BROADCASTING OF CHARLESTON, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-46
<PAGE>
SIGNATURES

REGENT BROADCASTING OF KANSAS CITY, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-47
<PAGE>
SIGNATURES

REGENT BROADCASTING OF LAS VEGAS, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-48
<PAGE>
SIGNATURES

REGENT BROADCASTING OF LAS VEGAS II, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-49
<PAGE>
SIGNATURES

REGENT BROADCASTING OF LOUISVILLE, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-50
<PAGE>
SIGNATURES

REGENT BROADCASTING OF LOUISVILLE II, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-51
<PAGE>
SIGNATURES

REGENT BROADCASTING OF SALT LAKE CITY, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-52
<PAGE>
SIGNATURES

REGENT BROADCASTING OF SALT LAKE CITY II, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-53
<PAGE>
SIGNATURES

REGENT LICENSEE OF CHARLESTON, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-54
<PAGE>
SIGNATURES

REGENT LICENSEE OF KANSAS CITY, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-55
<PAGE>
SIGNATURES

REGENT LICENSEE OF LAS VEGAS, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-56
<PAGE>
SIGNATURES

REGENT LICENSEE OF LAS VEGAS II, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-57
<PAGE>
SIGNATURES

REGENT LICENSEE OF LOUISVILLE, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-58
<PAGE>
SIGNATURES

REGENT LICENSEE OF LOUISVILLE II, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-59
<PAGE>
SIGNATURES

REGENT LICENSEE OF SALT LAKE CITY, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-60
<PAGE>
SIGNATURES

REGENT LICENSEE OF SALT LAKE CITY II, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-61
<PAGE>
SIGNATURES

EFM PROGRAMMING, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 15, 1997 by the following persons
in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-62
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ---------- ---------------------------------------------------------------------------------------------------------
<C> <S>

5.1 Opinion of Graydon, Head & Ritchey.

23.1 Consent of Coopers & Lybrand L.L.P.

23.2 Consent of Ernst & Young LLP.

23.3 Consent of Graydon, Head & Ritchey (included in opinion of counsel filed as Exhibit 5.1).

24.1 Powers of Attorney of directors and officers signing this Registration Statement are part of the
Signature Pages to the Omnibus Shelf Registration Statement.
</TABLE>

<PAGE>
EXHIBIT 5.1

[GRAYDON, HEAD & RITCHEY LETTERHEAD]
May 15, 1997

Jacor Communications, Inc,.
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011

Re: Registration on Abbreviated Registration Statement on Form S-3 of
$50,000,000 of Securities of Jacor Communications, Inc., Jacor
Communications Company, and the Subsidiary Guarantors

Ladies and Gentlemen:

We have acted as counsel to Jacor Communications, Inc., a Delaware
corporation ("Jacor"), Jacor Communications Company, a Florida corporation and
wholly-owned subsidiary of Jacor ("JCC"), and certain Jacor and JCC direct and
indirect subsidiaries (the "Subsidiary Guarantors"), in connection with the
authorization of the possible issuance and sale from time to time by Jacor or
JCC of an additional $50,000,000 of (i) certain convertible debt securities of
Jacor (the "Jacor Convertible Debt Securities"), (ii) shares of Jacor's
preferred stock, par value $.01 per share (the "Jacor Preferred Stock"), (iii)
shares of convertible Jacor Preferred Stock (the "Jacor Convertible Preferred
Stock"), (iv) shares of Jacor Preferred Stock issued in the form of depositary
shares evidenced by depositary receipts (the "Jacor Depositary Shares"), (v)
shares of Jacor's common stock, par value $.01 par share (the "Jacor Common
Stock"), (vi) certain debt securities of JCC (the "JCC Debt Securities"), (vii)
certain convertible JCC Debt Securities (the "JCC Convertible Debt Securities"),
and (viii) certain guarantees by Jacor and the Subsidiary Guarantors of the JCC
Debt Securities and the JCC Convertible Debt Securities and by JCC and the
Subsidiary Guarantors of the Jacor Convertible Debt Securities (collectively,
the "Guarantees"), in each case as contemplated by Jacor's, JCC's and the
Subsidiary Guarantors' Abbreviated Registration Statement on Form S-3 and any
amendments thereto filed with the Securities and Exchange Commission (the
"Registration Statement"). The Jacor Convertible Debt Securities, Jacor
Preferred Stock, Jacor Convertible Preferred Stock, Jacor Depositary Shares,
Jacor Common Stock, JCC Debt Securities, JCC Convertible Debt Securities, and
Guarantees are collectively referred to herein as the "Securities." Except as
otherwise defined herein, capitalized terms that are defined in the Registration
Statement are used herein as so defined.

As counsel for Jacor, JCC, and the Subsidiary Guarantors, we have examined
such documents, records, and matters of law as we have deemed necessary for
purposes of this opinion. Based on such examination and on the assumptions set
forth below, we are of the opinion that:

1. The Jacor Convertible Debt Securities, JCC Debt Securities, and JCC
Convertible Debt Securities, when (a) duly executed by Jacor or JCC, as
applicable, and authenticated by the applicable Trustee in accordance with
the provisions of the applicable Indenture and issued and sold in accordance
with the Registration Statement and (b) delivered to the purchaser or
purchasers thereof upon receipt by Jacor or JCC, as applicable, of such
lawful consideration therefor as Jacor's or JCC's Board of Directors, as
applicable (or a duly authorized committee thereof or a duly authorized
officer of Jacor or JCC, as applicable), may determine, will be valid and
binding obligations of Jacor or JCC, as applicable, enforceable against
Jacor or JCC, as applicable, in accordance with their terms and entitled to
the benefits of the applicable Indenture, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium, and similar
laws affecting creditors' rights and remedies generally and to general
principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity) and except to the extent that a waiver of
rights under any usury laws may be unenforceable.
<PAGE>
2. The Jacor Common Stock, when (a) issued and sold in accordance with
the Registration Statement and (b) delivered to the purchaser or purchasers
thereof upon receipt by Jacor of such lawful consideration therefor as
Jacor's Board of Directors (or a duly authorized committee thereof or a duly
authorized officer of Jacor) may determine, assuming that Jacor at such time
has authorized, but unissued shares of Jacor Common Stock remaining under
its Certificate of Incorporation, will be validly issued, fully paid, and
nonassessable.

3. The Jacor Preferred Stock and Jacor Convertible Preferred Stock,
when (a) issued and sold in accordance with the Registration Statement and
the provisions of an applicable Certificate of Designation that has been
duly adopted by the Board of Directors of Jacor and duly filed in accordance
with Delaware law and (b) delivered to the purchaser or purchasers thereof
upon receipt by Jacor of such lawful consideration therefor as Jacor's Board
of Directors (or a duly authorized committee thereof or a duly authorized
officer of Jacor) may determine, will be validly issued, fully paid, and
nonassessable.

4. The Jacor Depositary Shares, when (a) the terms of the Jacor
Depositary Shares and of their issuance and sale have been duly established
in conformity with the deposit agreement relating to such Jacor Depositary
Shares so as not to violate any applicable law or result in a default under
or breach of any agreement or instrument then binding upon Jacor, (b) the
Jacor Preferred Stock which is represented by Jacor Depositary Shares is
validly issued and delivered (as contemplated above) to the depositary, (c)
the depositary receipts evidencing the Jacor Depositary Shares are duly
issued against the deposit of the Jacor Preferred Stock in accordance with
the deposit agreement, and (d) the Jacor Depositary Shares are issued in the
manner and for the consideration contemplated by the Registration Statement,
the Prospectus contained therein, and the applicable Prospectus Supplement,
the Jacor Depositary Shares will be validly issued.

5. The Guarantees, when (a) the terms thereof have been duly
established in accordance with applicable law, (b) the Jacor Convertible
Debt Securities, JCC Debt Securities, and JCC Convertible Debt Securities to
which the Guarantees relate have been duly executed, authenticated, and
delivered and the purchase price therefor has been received by Jacor or JCC,
as applicable, and (c) the consideration, if any, separately payable for the
Guarantees has been received, will constitute valid and legally binding
obligations of Jacor, JCC and/or the Subsidiary Guarantors, as applicable,
enforceable against Jacor, JCC and/or the Subsidiary Guarantors, as
applicable, in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium,
and similar laws affecting creditors' rights and remedies generally and to
general principles of equity (regardless of whether enforcement is sought in
a proceeding at law or in equity) and except to the extent that a waiver of
rights under any usury laws may be unenforceable.

In rendering the foregoing opinions, we have assumed that (i) the definitive
terms of each class and series of the Securities not presently provided for in
the applicable Indenture or Jacor's Certificate of Incorporation or JCC's
Articles of Incorporation, as applicable, will have been established in
accordance with all applicable provisions of law, the applicable Indenture,
Jacor's Certificate of Incorporation and By-Laws or JCC's Articles of
Incorporation and Bylaws, as applicable, and the authorizing resolutions of
Jacor's or JCC's Board of Directors, as applicable, and reflected in appropriate
documentation approved by us and, if applicable, duly executed and delivered by
Jacor or JCC, as applicable, and any other appropriate party, (ii) the interest
rate on the Jacor Convertible Debt Securities, JCC Debt Securities or JCC
Convertible Debt Securities will not be higher than the maximum lawful rate
permitted from time to time under applicable law, (iii) any Securities
consisting of Jacor Common Stock or Jacor Preferred Stock, and any Jacor Common
Stock or Jacor Preferred Stock for or into which any other Securities are
exercisable, exchangeable, or convertible, will have been duly authorized and
reserved for issuance, (iv) the deposit agreement relating to the Depositary
Shares will have been duly authorized, executed, and delivered by, and will
constitute a valid and binding obligation of, each party thereto, (v) the
instruments relating to the Guarantees will have been duly authorized, executed,
and delivered by, and will constitute a valid and binding obligation of, each
party thereto, (vi) the Registration Statement, and any amendments thereto, will
have become effective, (vii) a Prospectus Supplement describing each class or
series of Securities offered pursuant to the Registration Statement will have
been filed with the Commission, (viii) the resolutions authorizing Jacor, JCC,
and the Subsidiary Guarantors to register, offer, sell, and issue the Securities
will remain in effect and unchanged at all times during which the Securities are
offered, sold, or
<PAGE>
issued by Jacor, JCC, and the Subsidiary Guarantors, and (ix) all Securities
will be issued in compliance with applicable federal and state securities laws.

In rendering the foregoing opinions, we have relied as to certain factual
matters upon certificates of officers of Jacor, JCC, and the Subsidiary
Guarantors, and we have not independently checked or verified the accuracy of
the statements contained therein. In rendering the foregoing opinions, our
examination of matters of law has been limited to the laws of the State of Ohio,
the General Corporation Law of the State of Delaware, and the federal laws of
the United States of America, as in effect on the date hereof.

We understand that prior to offering for sale any Securities you will advise
us in writing of the terms of such offering and of such Securities, will afford
us an opportunity to review the operative documents (including the applicable
Prospectus Supplement) pursuant to which the Securities are to be offered, sold,
and issued, and will file as an exhibit to the Registration Statement such
supplement or amendment to this opinion (if any) as we may reasonably consider
necessary or appropriate by reason of the terms of such Securities or any
changes in Jacor's, JCC's, or the Subsidiary Guarantors' capital structure or
other pertinent circumstances.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and amendments thereto and to the reference to us in the
Prospectus under the caption "Validity of Securities" and in the Prospectus
Supplement under the caption "Legal Matters."

Very truly yours,

GRAYDON, HEAD & RITCHEY
By: /s/ RICHARD G. SCHMALZL
------------------------------------------------------------------------------

Richard G. Schmalzl

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Prospectus Supplements
dated May 15, 1997 to the prospectus contained in the registration statement on
Form S-3 (File No. 333-19291) and the Abbreviated Registration Statement on Form
S-3 of our report dated February 27, 1997 on our audits of the consolidated
financial statements of Jacor Communications, Inc. as of December 31, 1996 and
1995 and for each of the three years in the period ended December 31, 1996,
which report is included in Jacor Communications, Inc.'s Annual Report on Form
10-K, and of our report dated February 28, 1997, on our audits of the combined
financial statements of EFM Media Management, Inc., EFM Publishing, Inc., and
PAM Media, Inc. as of December 31, 1995 and 1996 and for each of the three years
in the period ended December 31, 1996, which report is included in Jacor
Communications, Inc.'s Current Report on Form 8-K dated March 21, 1997, as
amended on March 26, 1997. We also consent to the reference to our firm under
the caption "Experts."

Coopers & Lybrand L.L.P.

Cincinnati, Ohio
May 15, 1997

<PAGE>
EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement
(Form S-3) of Jacor Communications, Inc., filed pursuant to Rule 462(b) and
which incorporates the previously effective Registration Statement (Form S-3 No.
333-19291) and the Prospectus Supplement dated May 15, 1997 of Jacor
Communications, Inc., of our report dated February 21, 1997, with respect to the
consolidated financial statements of Premiere Radio Networks, Inc. included in
Jacor Communications, Inc.'s Current Report on Form 8-K(A) dated April 7, 1997.

Ernst & Young LLP

Los Angeles, California
May 14, 1997