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EXHIBIT 5
OPINION OF AKIN, GUMP, STRAUSS, HAUER & FELD L.L.P.
[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]
September 1, 2000
Clear Channel Communications, Inc.
200 East Basse Road
San Antonio, Texas 78209
Gentlemen:
We have acted as counsel to Clear Channel Communications, Inc. (the
"Company") in connection with the preparation for filing with the Securities and
Exchange Commission of a registration statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended. The Registration
Statement relates to 2,167,332 shares of the Company's Common Stock, par value
$.10 per share (the "Common Stock"), issuable upon exercise of options and
warrants currently outstanding under certain option agreements and warrant
agreements (the "Option Agreements") with current and former employees and
directors of AMFM Inc.
The law covered by the opinions expressed herein is limited solely to
the Federal laws of the United States and the laws of the State of Texas. This
firm is a registered limited liability partnership organized under the laws of
the State of Texas.
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and the authenticity of all documents, instruments, records
and certificates submitted to us as originals.
We have further assumed that:
(i) all applicable state and foreign securities laws will have
been complied with, as of any option exercise date with
respect to the Option Agreements;
(ii) the Common Stock issuable upon exercise of the options and
warrants granted pursuant to the Option Agreements will be
validly authorized and available for issuance (as of the date
hereof, there are a sufficient number of shares of Common
Stock authorized, unissued and reserved to cover the issuance
of the maximum number of shares of Common Stock currently
provided for under the Option Agreements);
(iii) the options and warrants granted pursuant to the Option
Agreements will be exercised in accordance with the terms of
the Option Agreements and any other applicable documents;
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(iv) the shares of Common Stock issued upon exercise of the Option
Agreements will be evidenced by appropriate certificates
properly executed and delivered; and
(v) on the date of exercise, the options and warrants granted
pursuant to the Option Agreements (and all documents related
thereto) will be duly executed, as applicable, authorized,
issued and delivered; will constitute the valid and binding
obligations of the Company enforceable in accordance with
their respective terms.
Based upon the foregoing, we are of the opinion that the Common Stock
will, if, as, and when the options and warrants granted pursuant to the Option
Agreements are exercised, and upon issuance and delivery of the Common Stock
against payment therefor in the manner contemplated by the Option Agreements, be
validly issued, fully paid and non-assessable shares of Common Stock of the
Company.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P
