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EXHIBIT 5.1
[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]
July 20, 2000
Clear Channel Communications, Inc.
200 East Basse Road
San Antonio, Texas 78209
Ladies and Gentlemen:
We have acted as counsel to Clear Channel Communications, Inc., a Texas
corporation (the "Company"), and CCCI Capital Trust I, CCCI Capital Trust II,
and CCCI Capital Trust III (each a "Trust" and collectively the "Trusts") in
connection with the filing of a registration statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended, for the registration of the sale from
time to time of up to $3,000,000,000 aggregate amount of (i) unsecured senior
debt securities, unsecured subordinated debt securities and unsecured junior
subordinated debt securities of the Company (collectively, the "Debt
Securities"), (ii) preferred stock, par value $1.00 per share, of the Company
(the "Preferred Stock"), (iii) common stock, par value $0.10 per share, of the
Company (the "Common Stock"), (iv) preferred securities of the Trusts (the
"Preferred Securities"), (v) guarantees of the Preferred Securities by the
Company (the "Guarantees"), (vi) warrants of the Company to purchase Common
Stock, Preferred Stock or Debt Securities (the "Warrants"), (viii) stock
purchase contracts to purchase Common Stock or Preferred Stock (the "Purchase
Contracts"), and (ix) stock purchase units, each representing ownership of a
Purchase Contract and Debt Securities, Preferred Securities, or debt obligations
of third parties securing a holder's obligation to purchase Common Stock or
Preferred Stock under the Purchase Contracts (the "Stock Purchase Units").
The senior Debt Securities are to be issued pursuant to an Indenture
(the "Senior Indenture") between the Company and The Bank of New York, as
trustee. The subordinated Debt Securities are to be issued pursuant to an
Indenture (the "Subordinated Indenture") between the Company and The Bank of New
York, as trustee. The junior subordinated Debt Securities are to be issued
pursuant to an Indenture (the "Junior Subordinated Indenture") between the
Company and The Bank of New York, as trustee. The Bank of New York, in its
capacity as trustee under the Senior Indenture, the Subordinated Indenture and
the Junior Subordinated Indenture, is referred to herein as the "Trustee" and
the Senior Indenture, Subordinated Indenture and Junior Subordinated Indenture
are referred to herein collectively as the "Indentures". The Preferred
Securities are to be issued from time to time by each Trust pursuant to an
Amended and Restated Declaration of Trust (the "Amended Declaration") to be
filed with the Secretary of State of the State of Delaware by the Trustee of the
relevant Trust.
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AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD
Clear Channel Communications, Inc.
July 20, 2000
Page 2 of 5
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 such opinions, 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.
Based upon such examination and representations, we advise you that, in
our opinion:
1. Assuming that the Indentures, any Debt Securities and any
supplemental indentures to be entered into in connection with the
issuance of such Debt Securities have been duly authorized, when (i) a
supplemental indenture in respect of the Debt Securities has been duly
executed and delivered, (ii) the terms of the Debt Securities have been
duly established in accordance with the applicable Indenture and the
applicable supplemental indenture relating to such Debt Securities so
as not to violate any applicable law or result in a default under or
breach of any agreement or instrument binding upon the Company and so
as to comply with any requirement or restriction imposed by any court
or governmental or regulatory body having jurisdiction over the
Company, and (iii) the Debt Securities have been duly executed and
authenticated in accordance with the applicable Indenture and the
applicable supplemental indenture relating to such Debt Securities and
duly issued and delivered by the Company in the manner contemplated on
the Registration Statement and any prospectus supplement relating
thereto, the Debt Securities (including any Debt Securities duly issued
(a) upon exchange or conversion of any shares of Preferred Stock that
are exchangeable or convertible into Debt Securities, (b) upon the
exercise of any Warrants exercisable for Debt Securities or (c) as part
of Stock Purchase Units) will constitute valid and binding obligations
of the Company, enforceable in accordance with their terms, except as
(1) the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws now or hereinafter in effect relating to or affecting the
enforcement of creditors' rights generally, and (2) the availability of
equitable remedies may be limited by equitable principles of general
applicability (regardless of whether considered in a proceeding at law
or in equity).
2. Assuming that the Guarantees have been duly authorized,
when (i) the applicable Guarantee Agreement (the "Guarantee Agreement")
has been duly executed and delivered so as not to violate any
applicable law or result in a default under or breach of any agreement
or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental or
regulatory body having jurisdiction over the Company, and (ii) the
Preferred Securities have been duly issued and delivered by the
applicable Trusts contemplated by the Registration Statement and any
prospectus supplement relating thereto, the Guarantees will constitute
valid and binding obligations of the Company, enforceable in accordance
with their terms, except as (a) the enforceability thereof may be
limited by bankruptcy, insolvency,
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AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD
Clear Channel Communications, Inc.
July 20, 2000
Page 3 of 5
reorganization, fraudulent transfer, moratorium or similar laws now or
hereinafter in effect relating to or affecting the enforcement of
creditors' rights generally, and (b) the availability of equitable
remedies may be limited by equitable principles of general
applicability (regardless of whether considered in a proceeding at law
or in equity).
3. Assuming that a Warrant Agreement relating to the Warrants,
(the "Warrant Agreement") has been duly authorized, when (i) the
Warrant Agreement has been duly executed and delivered, (ii) the terms
of the Warrants and of their issuance and sale have been duly
established in conformity with the Warrant Agreement relating to such
Warrants so as not to violate any applicable law or result in a default
under or breach of any agreement or instrument binding upon the Company
and so as to comply with any requirement or restriction imposed by any
court or governmental or regulatory body having jurisdiction over the
Company, and (iii) the Warrants have been duly executed and
countersigned in accordance with the Warrant Agreement relating to such
Warrants, and issued and sold in the form and in the manner
contemplated in the Registration Statement and any prospectus
supplement relating thereto, such Warrants will constitute valid and
binding obligations of the Company, enforceable in accordance with
their terms, except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium
and other similar laws now or hereinafter in effect relating to or
affecting creditors' rights generally, and (b) the availability of
equitable remedies may be limited by equitable principles of general
applicability (regardless of whether considered in a proceeding at law
or in equity).
4. Assuming that a Purchase Contract Agreement relating to the
Purchase Contracts (the "Purchase Contract Agreement") and such
Purchase Contracts have been duly authorized, when (i) the Purchase
Contract Agreement has been duly executed and delivered, (ii) the terms
of the Purchase Contracts and of their issuance and sale have been duly
established in conformity with the Purchase Contract Agreement so as
not to violate any applicable law or result in a default under or
breach of any agreement or instrument binding upon the Company and so
as to comply with any requirement or restriction imposed by any court
or governmental or regulatory body having jurisdiction over the
Company, and (iii) the Purchase Contracts have been duly executed and
issued in accordance with the Purchase Contract Agreement relating to
such Purchase Contracts, and issued and sold in the form and in the
manner contemplated in the Registration Statement and any prospectus
supplement relating thereto, such Purchase Contracts will constitute
valid and binding obligations of the Company, enforceable in accordance
with their terms, except as (a) the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium and other similar laws now or hereinafter in effect relating
to or affecting creditors' rights generally, and (b) the availability
of equitable remedies may be limited by equitable principles of general
applicability (regardless of whether considered in a proceeding at law
or in equity).
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AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD
Clear Channel Communications, Inc.
July 20, 2000
Page 4 of 5
5. Assuming that the Stock Purchase Units, a Purchase Contract
Agreement relating to the Purchase Contracts comprising a part of the
Stock Purchase Units and such Purchase Contracts have been duly
authorized, when (i) the Purchase Contract Agreement has been duly
executed and delivered, (ii) the terms of the Purchase Contracts and of
their issuance and sale have been duly established in conformity with
the Purchase Contract Agreement so as not to violate any applicable law
or result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental or regulatory body
having jurisdiction over the Company, (iii) the terms of the collateral
arrangements relating to such Stock Purchase Units have been duly
established and the agreement(s) relating thereto have been duly
executed and delivered, in each case so as not to violate any
applicable law or result in a default under or breach of any agreement
or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental or
regulatory body having jurisdiction over the Company and the collateral
has been deposited with the collateral agent in accordance with such
arrangements, and (iv) the Purchase Contracts have been duly executed
and issued in accordance with the Purchase Contract Agreement relating
to such Purchase Contracts, and issued and sold in the form and in the
manner contemplated in the Registration Statement and any prospectus
supplement relating thereto, such Stock Purchase Units will constitute
valid and binding obligations of the Company, enforceable in accordance
with their terms, except as (a) the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium and other similar laws now or hereinafter in effect relating
to or affecting creditors' rights generally, and (b) the availability
of equitable remedies may be limited by equitable principles of general
applicability (regardless of whether considered in a proceeding at law
or in equity).
6. Upon designation of the relative rights, preferences and
limitations of any series of Preferred Stock by the Board of Directors
of the Company and the proper filing with the Secretary of State of the
State of Texas of a Statement of Designations, Preferences and Rights
relating to such series of Preferred Stock, all necessary corporate
action on the part of the Company will have been taken to authorize the
issuance and sale of such series of Preferred Stock proposed to be sold
by the Company, and when such shares of Preferred Stock are paid for,
issued and delivered in accordance with the applicable underwriting or
other agreement, such shares of Preferred Stock (including any shares
of Preferred Stock issued (i) upon exercise of any Warrants for
Preferred Stock, (ii) upon conversion of any Debt Securities that are
convertible or exchangeable into Preferred Stock, or (iii) pursuant to
Stock Purchase Contracts) will be validly issued, fully paid and
non-assessable.
7. When all necessary corporate action on the part of the
Company has been taken to authorize the issuance and sale of such
shares of Common Stock proposed to be sold by the Company, and when
such shares of Common Stock are issued and delivered in
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AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD
Clear Channel Communications, Inc.
July 20, 2000
Page 5 of 5
accordance with the applicable underwriting or other agreement, such
shares of Common Stock (including any shares of Common Stock issued (i)
upon exercise of any Warrants for Common Stock, (ii) upon conversion of
any Debt Securities that are convertible or exchangeable for Common
Stock, (iii) pursuant to Stock Purchase Contracts, or (iv) upon the
exchange or conversion of any shares of Preferred Stock that are
exchangeable or convertible into Common Stock) will be validly issued,
fully paid and non-assessable.
In connection with the opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such security, (i) the Board of
Directors shall have duly established the terms of such security and duly
authorized the issuance and sale of such security and such authorization shall
not have been modified or rescinded, (ii) the Registration Statement shall have
been declared effective and such effectiveness shall not have been terminated or
rescinded, and (iii) there shall not have occurred any change in law affecting
the validity or enforceability of such security. We have also assumed that none
of the terms of any security to be established subsequent to the date hereof,
nor the issuance and delivery of such security, nor the compliance by the
Company with the terms of such security will violate any applicable law or will
result in a violation of any provision of any instrument or agreement then
binding upon the Company, or any restriction imposed by any court or
governmental body having jurisdiction over the Company.
We are members of the Bar of the State of Texas and the State of New
York and the foregoing opinion is limited to the laws of the State of Texas, the
State of New York, and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, we consent to the reference to us under the
caption "Legal Opinions" in the prospectus.
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.
