POS AM

As filed with the Securities and Exchange Commission on August 2, 2002

Registration No. 333-94323

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1
TO

Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Cumulus Media Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	4832	36-4159663
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

3535 Piedmont Road
Building 14, Fourteenth Floor
Atlanta, Georgia 30305
(404) 949-0700
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)

Lewis W. Dickey, Jr.,
Chairman, President and
Chief Executive Officer
3535 Piedmont Road
Building 14, Fourteenth Floor
Atlanta, Georgia 30305
(404) 949-0700

(Name, Address, Including Zip Code, And Telephone Number,
Including Area Code, Of Agent For Service)

Copies to:
Mark L. Hanson, Esq.
Jones, Day, Reavis & Pogue
3500 SunTrust Plaza
303 Peachtree St., N.E.
Atlanta, Georgia 30308-3242
(404) 521-3939

     Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.      

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]

TABLE OF CONTENTS

EXPLANATORY NOTE
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
	ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
	ITEM 16. EXHIBITS.
	ITEM 17. UNDERTAKINGS.
SIGNATURES
EXHIBIT INDEX
Form of Opinion of Jones, Day, Reavis & Pogue
Consent of KPMG LLP
Consent of PricewaterhouseCoopers LLP
Consent of Ernst & Young LLP
Consent of Kraft Bros., Esstman, Patton & Harrell
Power of Attorney

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. [ ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of securities	Amount to		Proposed maximum		Proposed maximum		Amount of
to be registered	be registered		offering price per share		aggregate offering price		registration fee
N/A (1)		N/A		N/A		N/A		N/A

(1) No additional securities are to be registered, and registration fees were paid upon filing of the original registration statement on Form S-3 (File No. 333-94323). Therefore, no further registration fee is required.

     The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

     We are filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-94323) as the successor company to Cumulus Media Inc., an Illinois corporation, referred to as Cumulus Illinois, pursuant to Rule 414 under the Securities Act of 1933. We became the successor company to Cumulus Illinois following a statutory merger effective at 11:59 p.m., New York City time, on July 31, 2002 for the purpose of changing Cumulus Illinois’ state of incorporation to Delaware. Prior to this merger, we had no assets or liabilities other than nominal assets or liabilities. In connection with this merger, we succeeded by operation of law to all of the assets and liabilities of Cumulus Illinois. This merger was approved by the shareholders of Cumulus Illinois at its annual meeting of shareholders on June 14, 2002, for which proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934.

     Except as modified by this amendment, we, by virtue of this amendment, expressly adopt the Registration Statement on Form S-3 (File No. 333-94323) as our own registration statement for all purposes of the Securities Act of 1933 and the Securities Exchange Act of 1934.

PART II.    INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 15.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Our certificate of incorporation provides that no director shall be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that our certificate of incorporation does not eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to us or our stockholders, (b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the Delaware General Corporation Law, (d) for any transaction from which the director derived an improper personal benefit, or (e) for any act or omission occurring before the effective date of our certificate of incorporation.

     Our by-laws provide that each director, officer or employee who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or an officer of ours or is or was serving at our request as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, shall be indemnified and held harmless by Cumulus to the fullest extent permitted or required by the Delaware General Corporation Law against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided below with respect to proceedings to enforce rights to indemnification, we shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if the proceeding (or part thereof) was authorized by our board.

     This right to indemnification shall include the right to have paid by us the expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law so requires, such an advancement of expenses incurred by an indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to us of an undertaking by or on behalf of such indemnitee to repay all amounts so advanced, if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under our by-laws or otherwise. The rights to indemnification and to the advancement of expenses conferred in our by-laws shall be contract rights and these rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

     The rights to indemnification and to the advancement of expenses conferred in our by-laws shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, our certificate of incorporation, our by-laws, or any agreement, vote of stockholders or disinterested directors or otherwise.

II-1

     We generally maintain insurance, at our expense, to protect us and any of our directors, officers, employees or agents or those of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

     We may, to the extent authorized from time to time by our board, grant rights to indemnification and to the advancement of expenses to any of our employees or agents to the fullest extent of the provisions of our by-laws with respect to the indemnification and advancement of expenses of our directors and officers.

II-2

ITEM 16.      EXHIBITS.

Exhibit
Number	Description of Exhibit
3.1	Amended and Restated Certificate of Incorporation, including Certificates of Designation for the 13 3/4% Series A Cumulative Exchangeable Redeemable Preferred Stock Due 2009 and the 12% Series B Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 of the registrant’s current report on Form 8-K, filed August 2, 2002)
3.2	Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 of the registrant’s current report on Form 8-K, filed August 2, 2002)
4.1	Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the registrant’s current report on Form 8-K, filed August 2, 2002)
*5.1	Form of opinion of Jones, Day, Reavis & Pogue regarding validity
*23.1	Consent of KPMG LLP
*23.2	Consent of PricewaterhouseCoopers LLP
*23.3	Consent of Ernst & Young LLP
*23.4	Consent of Kraft Bros., Esstman, Patton & Harrell, PLLC
*23.5	Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
*24.1	Power of Attorney

* Filed with this registration statement.

II-3

ITEM 17. UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

                (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

                (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

                (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement;

           (2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

           (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

     (c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, in the State of Georgia, on August 2, 2002.

CUMULUS MEDIA INC.
By:	/s/ LEWIS W. DICKEY, JR.
	Lewis W. Dickey, Jr. Chairman, President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ LEWIS W. DICKEY, JR. Lewis W. Dickey, Jr.	Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)	August 2, 2002
/s/ MARTIN R. GAUSVIK Martin R. Gausvik	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	August 2, 2002
* Ralph B. Everett	Director
* Holcombe T. Green, Jr.	Director
* Eric P. Robison	Director
* Robert H. Sheridan, III	Director

*By:	/s/ MARTIN R. GAUSVIK	August 2, 2002
	Martin R. Gausvik,     As Attorney-in-Fact

EXHIBIT INDEX

Exhibit
Number	Description of Exhibit
3.1	Amended and Restated Certificate of Incorporation, including Certificates of Designation for the 13 3/4% Series A Cumulative Exchangeable Redeemable Preferred Stock Due 2009 and the 12% Series B Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 of the registrant’s current report on Form 8-K, filed August 2, 2002)
3.2	Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 of the registrant’s current report on Form 8-K, filed August 2, 2002)
4.1	Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the registrant’s current report on Form 8-K, filed August 2, 2002)
*5.1	Form of opinion of Jones, Day, Reavis & Pogue regarding validity
*23.1	Consent of KPMG LLP
*23.2	Consent of PricewaterhouseCoopers LLP
*23.3	Consent of Ernst & Young LLP
*23.4	Consent of Kraft Bros., Esstman, Patton & Harrell, PLLC
*23.5	Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
*24.1	Power of Attorney

* Filed with this registration statement.

EX-5.1 3 g77529exv5w1.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 20,000,000 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. 333-94323) (the "Post-Effective Amendment"). The Post-Effective Amendment relates to the issuance, from time to time, by the Company of up to an aggregate of 20,000,000 shares of Class A Common Stock, par value $.01 per share (the "Shares"), of which up to 16,969,448 shares may be issued and sold by the Company and up to 3,030,552 shares may be sold by certain stockholders (the "Selling Stockholders"), and 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. 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 assumptions, qualifications and limitations stated herein, we are of the opinion that: 1. the shares to be issued and sold by the Company, when (a) issued and sold in accordance with the Post-Effective Amendment and (b) delivered to the purchaser or purchasers thereof upon receipt by the Company of such lawful consideration therefor having a value not less than the par value thereof as the Company's Board of Directors (or a duly authorized committee thereof or a duly authorized officer of the Company) may determine, will be validly issued, fully paid and non-assessable; and 2. the shares to be sold by the Selling Stockholders, after being issued and delivered to the Selling Stockholders upon (a) conversion of the shares of the Company's Class B Common Stock, par value $.01 per share issued or issuable to the Selling Shareholders or (b) exercise of the warrants, pursuant to their terms and upon payment of the exercise price thereof, as the case may be, 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. In rendering this opinion, we have assumed that (i) the Post-Effective Amendment, and any further amendments thereto, will have become effective, (ii) the resolutions authorizing the Company to register, offer, sell and issue the Shares will remain in effect and unchanged at all times during which the Shares are offered, sold or issued by the Company, and (iii) all Shares will be issued in compliance with applicable Federal and state securities laws. Our examination of matters of law in connection with the opinion 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 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 EX-23.1 4 g77529exv23w1.txt CONSENT OF KPMG LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Cumulus Media Inc.: We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 of our report dated February 15, 2002, with respect to the consolidated balance sheets of Cumulus Media Inc. and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' equity, and cash flows for the years then ended, and the related financial statement schedule, which report appears in the December 31, 2001 annual report on Form 10-K of Cumulus Media Inc. and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG LLP Chicago, Illinois August 1, 2002 EX-23.2 5 g77529exv23w2.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 of our report dated April 13, 2000 relating to the financial statements and financial statement schedule of Cumulus Media Inc., which appears in its Annual Report on Form 10-K for the year ended December 31, 2001. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Chicago, Illinois August 1, 2002 EX-23.3 6 g77529exv23w3.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.3 CONSENT OF ERNST & YOUNG LLP We consent to the reference to our firm under the caption "Experts" and to the incorporation by reference of our report dated February 1, 2002, in the Post-Effective Amendment No. 1 to the Registration Statement (Form S-3) and related Prospectus of Cumulus Media Inc. for the registration of up to 20,000,000 shares of its Class A Common Stock. /s/ Ernst & Young LLP New York, New York August 1, 2002 EX-23.4 7 g77529exv23w4.txt CONSENT OF KRAFT BROS., ESSTMAN, PATTON & HARRELL EXHIBIT 23.4 CONSENT OF INDEPENDENT AUDITORS To the Board of Directors of Cumulus Media Inc. We consent to the reference to our firm under the caption "Experts" in this Post-Effective Amendment No. 1 to Form S-3 Registration Statement of Cumulus Media Inc. and to the incorporation by reference of our report dated February 11, 2002, with respect to the consolidated balance sheets of DBBC, L.L.C. and Subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income and changes in members' equity and cash flows for each of the three years in the period ended December 31, 2001. /s/ Kraft Bros., Esstman, Patton & Harrell, PLLC Nashville, Tennessee August 2, 2002 EX-24.1 8 g77529exv24w1.txt POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that, in connection with the filing of post-effective amendments to effective registration statements of Cumulus Media Inc. (File Nos. 333-58969, 333-62538, 333-62542, 333-68487, 333-83980, 333-94323 and 333-90990) in connection with the reincorporation of Cumulus Media Inc. in Delaware, each person whose signature appears below constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik, jointly and severally, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the above-listed registration statements, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature Title Date --------- ----- ---- /s/ Lewis W. Dickey, Jr. Chairman, President, Chief August 1, 2002 --------------------------------------- Lewis W. Dickey, Jr. Executive Officer and Director (Principal Executive Officer) /s/ Martin R. Gausvik Executive Vice President, Chief August 1, 2002 ------------------------------------- Martin R. Gausvik Financial Officer and Treasurer (Principal Financial and Accounting Officer) /s/ Ralph B. Everett Director August 1, 2002 -------------------------------------- Ralph B. Everett /s/ Holcombe T. Green, Jr. Director August 1, 2002 ------------------------------------ Holcombe T. Green, Jr. /s/ Eric P. Robison Director August 1, 2002 ------------------------------- Eric P. Robison /s/ Robert H. Sheridan, III Director August 1, 2002 ------------------------------------- Robert H. Sheridan, III

-----END PRIVACY-ENHANCED MESSAGE-----

EX-5.1

                                                                    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 20,000,000 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. 333-94323) (the "Post-Effective
Amendment"). The Post-Effective Amendment relates to the issuance, from time to
time, by the Company of up to an aggregate of 20,000,000 shares of Class A
Common Stock, par value $.01 per share (the "Shares"), of which up to 16,969,448
shares may be issued and sold by the Company and up to 3,030,552 shares may be
sold by certain stockholders (the "Selling Stockholders"), and 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.
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
assumptions, qualifications and limitations stated herein, we are of the opinion
that:

         1.       the shares to be issued and sold by the Company, when (a)
                  issued and sold in accordance with the Post-Effective
                  Amendment and (b) delivered to the purchaser or purchasers
                  thereof upon receipt by the Company of such lawful
                  consideration therefor having a value not less than the par
                  value thereof as the Company's Board of Directors (or a duly
                  authorized committee thereof or a duly authorized officer of
                  the Company) may determine, will be validly issued, fully paid
                  and non-assessable; and

         2.       the shares to be sold by the Selling Stockholders, after being
                  issued and delivered to the Selling Stockholders upon (a)
                  conversion of the shares of the Company's Class B Common
                  Stock, par value $.01 per share issued or issuable to the
                  Selling



                  Shareholders or (b) exercise of the warrants, pursuant to
                  their terms and upon payment of the exercise price thereof, as
                  the case may be, 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.

         In rendering this opinion, we have assumed that (i) the Post-Effective
Amendment, and any further amendments thereto, will have become effective, (ii)
the resolutions authorizing the Company to register, offer, sell and issue the
Shares will remain in effect and unchanged at all times during which the Shares
are offered, sold or issued by the Company, and (iii) all Shares will be issued
in compliance with applicable Federal and state securities laws.

         Our examination of matters of law in connection with the opinion
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 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

EX-23.1

                                                                  EXHIBIT 23.1



                         CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
Cumulus Media Inc.:

         We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 of our report dated
February 15, 2002, with respect to the consolidated balance sheets of Cumulus
Media Inc. and subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the years then ended, and the related financial statement schedule, which report
appears in the December 31, 2001 annual report on Form 10-K of Cumulus Media
Inc. and to the reference to our firm under the heading "Experts" in the
prospectus.

                                                          /s/ KPMG LLP



Chicago, Illinois
August 1, 2002

EX-23.2

                                                                   EXHIBIT 23.2



                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 of our report dated
April 13, 2000 relating to the financial statements and financial statement
schedule of Cumulus Media Inc., which appears in its Annual Report on Form 10-K
for the year ended December 31, 2001. We also consent to the reference to us
under the heading "Experts" in such Registration Statement.



/s/ PricewaterhouseCoopers LLP

Chicago, Illinois
August 1, 2002

EX-23.3

                                                                   EXHIBIT 23.3



                          CONSENT OF ERNST & YOUNG LLP



         We consent to the reference to our firm under the caption "Experts" and
to the incorporation by reference of our report dated February 1, 2002, in the
Post-Effective Amendment No. 1 to the Registration Statement (Form S-3) and
related Prospectus of Cumulus Media Inc. for the registration of up to
20,000,000 shares of its Class A Common Stock.



                                                          /s/ Ernst & Young LLP



New York, New York
August 1, 2002

EX-23.4

                                                                   EXHIBIT 23.4



                         CONSENT OF INDEPENDENT AUDITORS

To the Board of Directors of
    Cumulus Media Inc.

We consent to the reference to our firm under the caption "Experts" in this
Post-Effective Amendment No. 1 to Form S-3 Registration Statement of Cumulus
Media Inc. and to the incorporation by reference of our report dated February
11, 2002, with respect to the consolidated balance sheets of DBBC, L.L.C. and
Subsidiaries as of December 31, 2001 and 2000, and the related consolidated
statements of income and changes in members' equity and cash flows for each of
the three years in the period ended December 31, 2001.



                               /s/ Kraft Bros., Esstman, Patton & Harrell, PLLC



Nashville, Tennessee
August 2, 2002

EX-24.1

                                                                   EXHIBIT 24.1

                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS, that, in connection with the filing of
post-effective amendments to effective registration statements of Cumulus Media
Inc. (File Nos. 333-58969, 333-62538, 333-62542, 333-68487, 333-83980, 333-94323
and 333-90990) in connection with the reincorporation of Cumulus Media Inc. in
Delaware, each person whose signature appears below constitutes and appoints
Lewis W. Dickey, Jr. and Martin R. Gausvik, jointly and severally, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to the above-listed registration
statements, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.



                 Signature                                          Title                                      Date
                 ---------                                          -----                                      ----
                                                                                                    

         /s/ Lewis W. Dickey, Jr.                        Chairman, President, Chief                       August 1, 2002
  ---------------------------------------
           Lewis W. Dickey, Jr.                        Executive Officer and Director
                                                        (Principal Executive Officer)
           /s/ Martin R. Gausvik                       Executive Vice President, Chief                    August 1, 2002
   -------------------------------------
             Martin R. Gausvik                         Financial Officer and Treasurer
                                                (Principal Financial and Accounting Officer)

            /s/ Ralph B. Everett                                  Director                                August 1, 2002
  --------------------------------------
             Ralph B. Everett

         /s/ Holcombe T. Green, Jr.                               Director                                August 1, 2002
   ------------------------------------
          Holcombe T. Green, Jr.

            /s/ Eric P. Robison                                   Director                                August 1, 2002
      -------------------------------
              Eric P. Robison

        /s/ Robert H. Sheridan, III                               Director                                August 1, 2002
   -------------------------------------
          Robert H. Sheridan, III