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EXHIBIT 5
BOSE MCKINNEY & EVANS LLP
2700 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46240
(317) 684-5000
August 1, 2000
Emmis Communications Corporation
40 Monument Circle, Suite 700
Indianapolis, Indiana 46204
Dear Sirs:
We are acting as counsel to Emmis Broadcasting Corporation, an Indiana
corporation (the "Company"), in connection with the registration by the Company
of shares of the Company's Class A Common Stock, par value $.01 per share (the
"Common Stock") to be sold by the Company in connection with certain of the
Company's employee benefit plans (the "Plans"). The Common Stock is the subject
of a Registration Statement, as amended (the "Registration Statement") filed by
the Company on Form S-8 under the Securities Act of 1933, as amended.
We have examined photostatic copies of the Company's Second Amended and Restated
Articles of Incorporation and Second Amended and Restated Bylaws and such other
documents and instruments as we have deemed necessary to enable us to render the
opinion set forth below. We have assumed the conformity to the originals of all
documents submitted to us as photostatic copies, the authenticity of the
originals of such documents, and the genuineness of all signatures appearing
thereon.
Based upon and subject to the foregoing, it is our opinion that the Common Stock
has been duly authorized by all necessary corporate action of the Company and
when (a) the applicable provisions of the Securities Act of 1933 and such state
"blue sky" or securities laws as may be applicable have been complied with and
(b) any shares of Common Stock to be issued by the Company have been issued and
delivered as described in the Plans, such shares of Common Stock will be legally
issued, fully paid, and nonassessable.
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Emmis Communications Corporation
August 1, 2000
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We do not hold ourselves out as being conversant with the laws of any
jurisdiction other than the federal laws of the United States and the laws of
the State of Indiana and, therefore, this opinion is limited to such laws of
those jurisdictions.
We consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-8 filed under the Securities Act of 1933 relating to the
Common Stock.
Very truly yours,
/s/ BOSE McKINNEY & EVANS LLP
