OPINION OF SNELL & WILMER L.L.P.
Published on June 6, 2013
Exhibit 5.2
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Snell & Wilmer
_____________ L.L.P. _____________
LAW OFFICES
Hughes Center
3883 Howard Hughes Parkway
Suite 1100
Las Vegas, NV 89169-5958
702.784.5200
702.784.5252 (Fax)
www.swlaw.com
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DENVER
LAS VEGAS
LOS ANGELES
LOS CABOS
ORANGE COUNTY
PHOENIX
RENO
SALT LAKE CITY
TUCSON
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June 6, 2013
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Clear Channel Worldwide Holdings, Inc.
Outdoor Management Services, Inc.
200 East Basse Road
San Antonio, Texas 78209
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special Nevada counsel to Clear Channel Worldwide Holdings, Inc., a Nevada corporation (the “Issuer”) and Outdoor Management Services, Inc., a Nevada corporation (the “Guarantor”), in connection with the issuance by Issuer and guaranty by Guarantor of (i) $735,750,000 aggregate principal amount of 6.5% Series A Senior Notes due 2022 (the “Series A 2022 Exchange Notes”), and (ii) $1,989,250,000 aggregate principal amount of 6.5% Series B Notes due 2022 (the “Series B 2022 Exchange Notes,” and together with the Series A 2022 Exchange Notes, collectively, the “Exchange Notes”), to be issued by the Issuer, in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about June 6, 2013, under the Securities Act of 1933, as amended (the “Securities Act”). The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantor along with other guarantors. The (a) Series A 2022 Exchange Notes and the guarantee thereof by Guarantor (the “Series A 2022 Exchange Notes Guarantee”) will be issued pursuant to the Indenture, dated as of November 19, 2012 (as may be amended or supplemented from time to time, the “Series A 2022 Exchange Notes Indenture”), among the Issuer, the Guarantor and the other guarantors named therein, and U.S. Bank National Association, as trustee, paying agent, registrar and transfer agent, and (b) Series B 2022 Exchange Notes and the guarantee thereof by Guarantor (the “Series B 2022 Exchange Notes Guarantee,” and together with the Series A 2022 Exchange Notes Guarantee, collectively, the “Guarantees”) will be issued pursuant to the Indenture, dated as of November 19, 2012 (as may be amended or supplemented from time to time, the “Series B 2022 Exchange Notes Indenture,” and together with the Series A 2022 Exchange Notes Indenture, collectively, the “Indentures”), among the Issuer, the Guarantor and the other guarantors named therein, and U.S. Bank National Association, as trustee, paying agent, registrar and transfer agent. The Exchange Notes, the Registration Statement, the Guarantees and the Indentures are herein, collectively, the “Documents.”
Snell & Wilmer
_____________ L.L.P. _____________
Clear Channel Worldwide Holdings, Inc., et al.
June 6, 2013
Page 2
In connection with this opinion, and as such counsel, we have examined and relied upon, but have not prepared, originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments: (i) the articles of incorporation and by-laws for the Issuer and the Guarantor, (ii) resolutions adopted by unanimous written consent of the board of directors of the Issuer and the Guarantor with respect to the issuance of the Exchange Notes and the Guarantees, respectively, (iii) Certificates of Existence with Status in Good Standing for the Issuer and the Guarantor, issued by the Secretary of State of Nevada on May 7, 2013, (iv) the Registration Statement, and (v) the Indentures.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Issuer and the Guarantor and the due authorization, execution and delivery of all documents by the parties thereto other than the Issuer and the Guarantor. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Issuer and the Guarantor.
Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any law except the laws of the State of Nevada and the Nevada case law decided thereunder.
Based upon and subject to the assumptions, qualifications and limitations set forth herein and the further limitations set forth below, we are of the opinion that:
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1.
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Each of the Issuer and the Guarantor is a corporation duly incorporated, existing and in good standing under the laws of the State of Nevada.
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2.
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The Issuer has the corporate power to enter into and perform its obligations under the Documents to which it is a party.
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The Guarantor has the corporate power to enter into and perform its obligations under the Documents to which it is a party.
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The Documents to which the Issuer is a party have been duly authorized, executed and delivered by the Issuer.
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Snell & Wilmer
_____________ L.L.P. _____________
Clear Channel Worldwide Holdings, Inc., et al.
June 6, 2013
Page 3
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5.
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The Documents to which the Guarantor is a party have been duly authorized, executed and delivered by the Issuer and the Guarantor, respectively.
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6.
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The execution and delivery of the Documents to which the Issuer is a party and the performance by the Issuer of its obligations thereunder do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the articles of incorporation, bylaws or written consent of directors of the Issuer or (ii) any statute or governmental rule or regulation of the State of Nevada.
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7.
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The execution and delivery of the Documents to which the Guarantor is a party and the performance by the Guarantor of its obligations thereunder (including with respect to the Guarantees) do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the articles of incorporation, bylaws or written consent of directors of the Guarantor or (ii) any statute or governmental rule or regulation of the State of Nevada.
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No consent, waiver, approval, authorization or order of any State of Nevada court or governmental authority of the State of Nevada or any political subdivision thereof is required for the execution and delivery of the Documents to which the Issuer is a party and the performance by the Issuer of its obligations thereunder (including the issuance by the Issuer of the Exchange Notes), except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.
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9.
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No consent, waiver, approval, authorization or order of any State of Nevada court or governmental authority of the State of Nevada or any political subdivision thereof is required for the execution and delivery of the Documents to which the Guarantor is a party and the performance by the Guarantor of its obligations thereunder (including the issuance by the Guarantor of the Guarantees), except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.
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This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of Nevada be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.
Snell & Wilmer
_____________ L.L.P. _____________
Clear Channel Worldwide Holdings, Inc., et al.
June 6, 2013
Page 4
We hereby consent to the filing of this opinion with the commission as Exhibit 5.2 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Sincerely,
/s/ Snell & Wilmer L.L.P.
SNELL & WILMER L.L.P.