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EXHIBIT 8.2
[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]
June 5, 2000
Clear Channel Communications, Inc.
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
Ladies and Gentlemen:
We have acted as counsel to Clear Channel Communications, Inc., a Texas
corporation, ("Parent") in connection with the proposed merger (the "Merger") of
SFX Entertainment, Inc., a Delaware corporation, ("SFX") with and into CCU II
Merger Sub, Inc., a Delaware corporation ("Merger Sub") pursuant to the terms
and conditions set forth in the Agreement and Plan of Merger dated as of
February 28, 2000, as amended June 5, 2000, (the "Agreement") among Parent,
Merger Sub and SFX. At your request, in connection with the filing of the
Registration Statement on Form S-4 filed with the Securities and Exchange
Commission, as amended through the date hereof, in connection with the Merger
(the "Registration Statement"), we are rendering our opinion with regard to
certain United States federal income tax consequences of the Merger. All
capitalized terms used but not defined herein shall have the same meanings as in
the Agreement.
In arriving at the opinions expressed below, we have examined and
relied upon originals, or copies certified or otherwise identified to our
satisfaction, of:
(i) the Agreement;
(ii) the Registration Statement and the Joint Proxy
Statement-Prospectus included therein filed with the
Securities and Exchange Commission by SFX and Parent on June
5, 2000 in connection with the Merger; and
(iii) certificates and representations of officers and
representatives of SFX, Parent and Merger Sub and such other
persons as we have deemed appropriate.
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Clear Channel Communications, Inc.
June 5, 2000
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Without limiting the generality of the foregoing, in arriving at the
opinions expressed below, we have examined and relied, without independent
verification of the statements contained therein, on (i) a letter from Parent
and Merger Sub regarding certain tax matters, (ii) a letter from SFX regarding
certain tax matters; and (iii) representations and warranties made by SFX,
Parent and Merger Sub in the Agreement, and we have assumed the accuracy of the
representations and statements made in each of the foregoing.
In arriving at the opinion expressed below, we have assumed, without
making any independent investigation, that all such documents as furnished to us
are complete and authentic, that the signatures on all documents are genuine,
and that all such documents have been, or in the case of drafts, will be, duly
authorized, executed and delivered. We have further assumed that the
transactions will be consummated and the parties will act in accordance with
these documents.
Based on and subject to the foregoing, we confirm that the discussion
contained in the Registration Statement under the caption "THE MERGER - Certain
U.S. Federal Tax Consequences", is our opinion of the material U.S. federal
income tax consequences of the Merger to the SFX Class A stockholders.
We hereby consent to the use of our name and the making of statements
with respect to us under the caption "THE MERGER - Certain U.S. Federal Income
Tax Consequences" in the Registration Statement. In giving this consent, we do
not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1993, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
