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EXHIBIT 5
[LETTERHEAD OF AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.]
June 5, 2000
Clear Channel Communications, Inc.
200 East Basse Road
San Antonio, Texas 78209
Ladies and Gentlemen:
We have acted as legal counsel to Clear Channel Communications, Inc., a
Texas corporation (the "Company") in connection with the proposed merger (the
"Merger") between CCU Merger Sub II, Inc., a Delaware corporation and
wholly-owned subsidiary of the Company ("Merger Sub"), and SFX Entertainment,
Inc., a Delaware corporation ("SFX"), whereby Company will issue shares of its
common stock, par value $.10 per share (the "Common Stock"), to the security
holders of SFX in accordance with an Agreement and Plan of Merger dated February
28, 2000, by and between the Company, Merger Sub and SFX (the "Merger
Agreement"). We have also acted as legal counsel to the Company in connection
with the preparation and filing under the Securities Act of 1933, as amended
(the "Securities Act"), of a registration statement on Form S-4 of even date
herewith (the "Registration Statement"), covering the shares of Common Stock to
be issued in the Merger (the "Shares").
We have, as counsel, examined such corporate records, certificates and
other documents and reviewed such questions of law as we have deemed necessary,
relevant or appropriate to enable us to render the opinions expressed below. In
rendering this opinion, we have assumed the genuineness of all signatures and
the authenticity of all documents examined by us. As to various questions of
fact material to such opinions, we have relied upon representations of the
Company.
In addition, in rendering this opinion we have assumed that prior to the
issuance of any of the Shares (i) the Registration Statement, as then amended,
will have become effective under the Securities Act, (ii) the shareholders of
SFX will have approved and adopted the Merger Agreement, and (iii) the
transactions contemplated by the Merger Agreement are consummated.
Based upon such examination and representations, we advise you that, in our
opinion, the Shares, when issued and delivered in accordance with the terms and
conditions of the Merger Agreement, will be duly authorized, validly issued,
fully paid, and non-assessable.
We are members of the Bar of the State of Texas and the foregoing opinion
is limited to the laws of the State of Texas and the federal laws of the United
States of America.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to this firm under the caption
"Legal Opinions" in the Proxy Statement/Prospectus contained therein.
This opinion is rendered solely to you in connection with the above matter.
This opinion may not be relied upon by you for any other purpose or relied upon
by or furnished to any other person without our prior written consent.
Very truly yours,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD,
L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
