EXHIBIT 5.1
Published on December 23, 2002
EXHIBIT 5.1
Gibson, Dunn & Crutcher LLP
Lawyers
4 Park Plaza
Irvine, California 92614
(949) 451-3800
www.gibsondunn.com
December 20, 2002
Direct Dial Client No.
(949) 451-3800 80253-00056
Fax No.
(949) 451-4220
Salem Communications Corporation
Salem Communications Holding Corporation
Each of the Guarantors (as defined below)
4880 Santa Rosa Road
Camarillo, California 93012
Re: Salem Communications Holding Corporation Offering of 7 3/4%
Senior Subordinated Notes due 2010
Ladies and Gentlemen:
As counsel for Salem Communications Holding Corporation, a Delaware
corporation ("Salem Holding"), Salem Communications Corporation, a Delaware
corporation and sole stockholder of Salem Holding ("Parent"), and the
subsidiaries of Parent that have executed the Guarantees (as hereinafter
defined) (collectively, including Parent, the "Guarantors") we are familiar with
the Registration Statement on Form S-3 (File No. 333-86580) of the Registrants
(as defined below), filed with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended (the "Act"), on April 19,
2002, as amended by Amendment No. 1 to Registration Statement filed with the SEC
on May 16, 2002 (the "Registration Statement"), and the prospectus and
prospectus supplement with respect thereto, dated December 13, 2002 (together,
the "Prospectus"), with respect to the registration under the Act of the
offering and sale by Salem Holding of $100,000,000 aggregate principal amount of
7 3/4% Senior Subordinated Notes due 2010 (the "Notes"). The Notes will be
issued pursuant to an Indenture, dated as of December 23, 2002 (the
"Indenture"), among Salem Holding, the Guarantors and The Bank of New York, as
trustee, and will be guaranteed by the Guarantors pursuant to the terms of the
Indenture and the notation thereof endorsed on the Notes (the "Guarantees"). The
Securities (as defined below) are to be publicly offered and sold by Deutsche
Bank Securities Inc. and BNY Capital Markets, Inc. (the "Underwriters"). The
Securities will be acquired by the Underwriters pursuant to the terms of an
underwriting agreement dated December 13, 2002, among the Registrants and the
Underwriters (the "Underwriting Agreement.") Salem Holding and the Guarantors
are collectively referred to
Salem Communications Corporation
Salem Communications Holding Corporation
December 20, 2002
Page 2
herein as the "Registrants." The Notes and the Guarantees are referred to herein
as the "Securities." All capitalized terms which are not defined herein shall
have the meanings assigned to them in the Registration Statement.
For the purpose of rendering this opinion, we have examined, among other
things, the Registration Statement, the Prospectus, the Underwriting Agreement,
the Indenture and the form of the Notes. We have also examined the record of and
are familiar with the corporate action taken by Salem Holding, Parent and the
other Guarantors in connection with the authorization, issuance and sale of the
Securities. We have also made such factual and legal examinations as we deemed
necessary under the circumstances, and in that connection we have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public officials and other
instruments and have made such inquiries as we have deemed appropriate for the
purpose of rendering this opinion. We have obtained from officers of Salem
Holding, Parent and the other Guarantors such other certificates and assurances
as we consider necessary for the purpose of this opinion.
In rendering this opinion, we have assumed the genuineness of all
signatures on, and the authenticity of, all documents submitted to us as
originals and the conformity to original documents of all documents submitted to
us as copies. With respect to agreements and instruments executed by natural
persons, we have assumed the legal competency of such persons. We have assumed
that there are no agreements or understandings between or among the parties to
the Indenture that would expand, modify or otherwise affect the terms of the
Note or Indenture or the respective rights or obligations of the parties
thereunder.
On the basis of, and in reliance on, the foregoing examination and subject
to the assumptions, exceptions, qualifications and limitations contained herein
we are of the opinion that:
1. The Notes, when executed, authenticated and delivered in accordance
with the provisions of the Indenture and the Underwriting Agreement, including
receipt of the consideration set forth therein, and offered and sold as
described in the Registration Statement and the Prospectus, will be legal, valid
and binding obligations of Salem Holding, enforceable against Salem Holding in
accordance with their terms.
2. The Guarantee of each Guarantor, when executed, authenticated and
delivered in accordance with the provisions of the Indenture and the
Underwriting Agreement, will be the legal, valid and binding obligation of such
Guarantor, enforceable against it in accordance with its terms.
The opinions set forth herein are subject to the following assumptions,
qualifications, limitations and exceptions:
Salem Communications Corporation
Salem Communications Holding Corporation
December 20, 2002
Page 3
A. We render no opinion herein as to matters involving the laws of
any jurisdiction other than the State of New York and the United States of
America. Our opinions set forth herein are limited to the effect of the
present state of applicable laws of the State of New York and the United
States of America and to the facts as they presently exist. We assume no
obligation to revise or supplement our opinions should the present laws,
or the interpretation thereof, be changed or to revise or supplement these
opinions in respect of any circumstances or events that occur subsequent
to the date hereof.
B. Our opinions set forth herein are subject to (i) the effect of
any bankruptcy, insolvency, reorganization, moratorium, arrangement or
similar laws affecting the enforcement of creditors' rights generally
(including, without limitation, the effect of statutory or other laws
regarding fraudulent transfers or preferential transfers) and (ii) general
principles of equity, regardless of whether a matter is considered in a
proceeding in equity or at law, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance, injunctive relief or other
equitable remedies.
C. We express no opinion regarding the effect on the enforceability
of the Guarantees against any Guarantor of any facts or circumstances
occurring after the date hereof that would constitute a defense to the
obligation of a guarantor or surety, unless such defense has been waived
effectively by such Guarantor.
This opinion may be filed as an exhibit to the Registration Statement.
Consent is also given to the reference to this firm under the caption "Legal
Matters" in the prospectus contained in the Registration Statement. In giving
this consent, we do not admit we are included in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
TDM/JDB/MAH/RJB