OPINION OF FULBRIGHT & JAWORSKI L.L.P.
Published on November 9, 2005
Exhibit 5.1
Fulbright & Jaworski l.l.p.
A Registered Limited Liability Partnership
300 Convent Street, Suite 2200
San Antonio, Texas 78205-3792
www.fulbright.com
telephone: (210) 224-5575 | facsimile: (210) 270-7205 |
November 9, 2005
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
We have acted as counsel to Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the
Company), in connection with the registration under the Securities Act of 1933, as amended (the
Securities Act), of 35,000,000 shares of the Companys Class A common stock, par value $0.01 per
share (the Shares), as described in the Companys Registration Statement on Form S-1
(Registration No. 333-127375) initially filed with the U.S. Securities and Exchange Commission with
respect to the Shares on August 10, 2005 (as amended and as may subsequently be amended, the
Registration Statement).
In connection with the foregoing, we have examined originals or copies of such corporate records,
as applicable, of the Company, certificates and other communications of public officials,
certificates of officers of the Company and such other documents as we have deemed necessary for
the purpose of rendering the opinions expressed herein. As to questions of fact material to those
opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of the
Company and on certificates and other communications of public officials. We have assumed the
genuineness of all signatures on, and the authenticity of, all documents submitted to us as
originals, the conformity to authentic original documents of all documents submitted to us as
copies thereof, the due authorization, execution and delivery by the parties thereto other than the
Company of all documents examined by us, and the legal capacity of each individual who signed any
of those documents.
Based upon the foregoing, and having due regard for such legal considerations as we deem
relevant, we are of the opinion that the Shares have been duly and validly authorized for issuance
and, when issued by the Company in accordance with the terms of the underwriting agreement, a form
of which has been filed as an exhibit to the Registration Statement (the Underwriting Agreement)
and the documents contemplated thereby, and upon receipt by the Company of payment therefor as
provided in the Underwriting Agreement, will be duly and legally issued, fully paid and
nonassessable.
The opinions expressed herein are limited exclusively to the federal laws of the United States
of America, and applicable provisions of, respectively, the Delaware Constitution, the
Houston New York Washington DC Austin Dallas Los Angeles Minneapolis San Antonio Hong Kong London Munich
U.S. Securities and Exchange Commission
November 9, 2005
Page 2
November 9, 2005
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Delaware
General Corporation Law and reported judicial interpretations of such law, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and the reference to this firm under the caption Legal Matters in the prospectus contained
therein. This consent is not to be construed as an admission that we are a party whose consent is
required to be filed with the Registration Statement under the provisions of the Securities Act or
the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours, |
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/s/ Fulbright & Jaworski L.L.P. | ||||
Fulbright & Jaworski L.L.P. | ||||