EX-5.1 3 g77531exv5w1.txt FORM OF OPINION OF JONES,DAY,REAVIS & POGUE EXHIBIT 5.1 JONES, DAY, REAVIS & POGUE 3500 SunTrust Plaza 303 Peachtree Street, N.E. Atlanta, Georgia 30308-3242 August 2, 2002 Cumulus Media Inc. 3535 Piedmont Road Building 14, Fourteenth Floor Atlanta, GA 30305 Re: Post-Effective Amendment No. 1 to Registration Statement on Form S-3 of 11,384,515 shares of Class A Common Stock, par value $.01 per share, of Cumulus Media Inc. Ladies and Gentlemen: We are acting as counsel for Cumulus Media Inc., a Delaware corporation (the "Company"), in connection with the Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-83980) (the "Post-Effective Amendment"). The Post-Effective Amendment relates to the registration for resale by certain stockholders of up to an aggregate of 11,384,515 shares of Class A Common Stock, par value $.01 per share (the "Shares"), which shares were originally registered under the Securities Act of 1933, as amended (the "Act"), by Cumulus Media Inc., an Illinois corporation and predecessor to the Company (the "Predecessor"). This opinion appears as Exhibit 5.1 to the Post-Effective Amendment. In rendering this opinion, we have examined such documents and records, including an examination of originals or copies certified or otherwise identified to our satisfaction, and matters of law as we have deemed necessary for purposes of this opinion. Based upon the foregoing and subject to the qualifications and limitations stated herein, we are of the opinion that the Shares are duly authorized and that (1) the Shares that are currently outstanding are validly issued, fully paid and non-assessable, and (2) upon conversion of the shares of the Company's Class B Common Stock, par value $.01 per share, or exercise of the warrants (pursuant to their terms and upon payment of the exercise price thereof) issued and delivered pursuant to the terms and conditions of the Acquisition Agreement, dated as of November 18, 2001, as amended, by and among the Predecessor and the other parties thereto, assuming that sufficient authorized shares of the Company's Class A Common Stock, par value $.01 per share, are then authorized and available for issuance, will be validly issued, fully paid and non-assessable. Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions herein are limited to, the Delaware General Corporation Law, including the applicable provisions of the Constitution of the State of Delaware and the reported judicial decisions interpreting such law. We express no opinion with respect to any other law of the State of Delaware or any other jurisdiction. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Post-Effective Amendment referred to above and to the reference to us under the caption "Legal Matters" in the prospectus forming part of the registration statement. In giving such consent, we do not thereby admit that 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 Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Jones, Day, Reavis & Pogue