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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 Post-effective Amendment No. 1 to Form S-4 (No.
333-32532) on Form S-8 (the "Registration Statement") under the Securities Act
of 1933, as amended. The Registration Statement relates to 23,348,955 shares of
the Company's Common Stock, par value $.10 per share (the "Common Stock"),
issuable upon exercise of options currently outstanding under certain option
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 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);
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(iii) the options granted pursuant to the Option Agreements will be
exercised in accordance with the terms of the Option
Agreements and any other applicable documents;
(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 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 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.
