EXHIBIT 5.2

                [Letterhead of Morris, Nichols, Arsht & Tunnell]

                                January 15, 2002

The CCCI Trusts
(as defined below)
c/o Clear Channel Communications, Inc.
200 East Basse Road
San Antonio, Texas 78209

         Re: The CCCI Trusts (as defined below)

Ladies and Gentlemen:

         We have acted as special Delaware counsel to CCCI Capital Trust I, CCCI
Capital Trust II and CCCI Capital Trust III, each a Delaware statutory business
trust (collectively referred to herein as the "CCCI Trusts" and each,
individually, as a "CCCI Trust"), in connection with certain matters relating to
the creation of the CCCI Trusts and the proposed issuance of Preferred
Securities therein to beneficial owners pursuant to and as described in
Registration Statement (and the Prospectus forming a part thereof) on Form S-3
filed with the Securities and Exchange Commission (the "Commission") by the CCCI
Trusts and Clear Channel Communications, Inc. (the "Company") on or about the
date hereof (the "Registration Statement"). Capitalized terms used herein and
not otherwise herein defined are used with respect to each CCCI Trust as defined
in the form of Amended and Restated Declaration of Trust of such CCCI Trust that
was filed as an exhibit to the Company's Registration Statement on Form S-3
(Reg. No. 333-33371) and incorporated by reference in the Registration
Statement.

         In rendering this opinion, we have examined and relied upon copies of
the following documents in the forms provided to us: the Certificate of Trust of
each CCCI Trust as filed in the Office of the Secretary of State of the State of
Delaware (the "State Office") on July 30, 1997 (the Certificate of Trust of each
CCCI Trust is referred to herein as a "Certificate"); the Declaration of Trust
of each CCCI Trust dated as of July 30, 1997 (the Declaration of Trust of each
CCCI Trust is referred to herein as an "Original Governing Instrument"); a draft
form of Amended and Restated Declaration of Trust of each CCCI Trust dated
August 8, 1997 (the draft form of Amended and Restated Declaration for each CCCI
Trust is referred to herein as a "Governing Instrument"); the form of Junior
Subordinated Indenture to be entered into between the Company and the Bank of
New York, as Trustee; the form of Guarantee Agreement to be made by the Company
with respect to each CCCI Trust; the form of Underwriting Agreement relating to
the Preferred Securities to be entered into between the Company, on its own
behalf and on behalf of each CCCI Trust, and the Underwriters (as defined
therein) (the "Underwriting Agreement"); the Registration Statement; and a
certification of good standing of each CCCI Trust obtained as of a recent date
from the State Office. In such examinations, we have assumed the genuineness of
all signatures, the conformity to original documents of all documents submitted
to us as drafts or copies or forms of documents to be executed and the legal
capacity of




natural persons to complete the execution of documents. We have further assumed
for purposes of this opinion: (i) the due formation or organization, valid
existence and good standing of each entity (other than the CCCI Trusts) that is
a party to any of the documents reviewed by us under the laws of the
jurisdiction of its respective formation or organization; (ii) the due
authorization, execution and delivery by, or on behalf of, each of the parties
thereto of the above-referenced documents with respect to each CCCI Trust; (iii)
that the Company, the Bank of New York, the Bank of New York (Delaware) and the
appropriate Regular Trustees will duly authorize, execute and deliver the
applicable Governing Instrument, Underwriting Agreement and all other documents
contemplated thereby or by the Registration Statement to be executed in
connection with the issuance by each CCCI Trust of Preferred Securities, in each
case prior to the first issuance of Preferred Securities; (iv) that the
Preferred Securities of each CCCI Trust will be offered and sold pursuant to the
Registration Statement and a prospectus supplement that will be consistent with,
and accurately describe, the terms of the applicable Governing Instrument and
the applicable Guarantee Agreement relating to each such CCCI Trust and all
other relevant documents; (v) that no event has occurred subsequent to the
filing of any Certificate that would cause a dissolution or liquidation of any
CCCI Trust under the applicable Original Governing Instrument or the applicable
Governing Instrument; (vi) that the activities of each CCCI Trust have been and
will be conducted in accordance with its Original Governing Instrument or its
Governing Instrument, as applicable, and the Delaware Business Trust Act, 12
Del. C. Sections 3801 et seq. (the "Delaware Act"); (vii) that each Holder of
Preferred Securities of a CCCI Trust has, or prior to the first issuance of
Preferred Securities of such CCCI Trust will have, made payment of the required
consideration therefor and received a Preferred Securities Certificate of such
CCCI Trust in consideration thereof in accordance with the terms and conditions
of the applicable Governing Instrument, the Registration Statement, the
applicable prospectus supplement and Underwriting Agreement and that the
Preferred Securities of each CCCI Trust are otherwise issued and sold in
accordance with the terms, conditions, requirements and procedures set forth in
the applicable Governing Instrument, the Registration Statement, the applicable
prospectus supplement and Underwriting Agreement; and (viii) that the documents
examined by us are in full force and effect, express the entire understanding of
the parties thereto with respect to the subject matter thereof and have not been
amended, supplemented or otherwise modified, except as herein referenced. No
opinion is expressed with respect to the requirements of, or compliance with,
federal or state securities or blue sky laws. We have not participated in the
preparation of the Registration Statement or any other offering material
relating to the Preferred Securities, and we assume no responsibility for their
contents. As to any fact material to our opinion, other than those assumed, we
have relied without independent investigation on the above-referenced documents
and certificates and on the accuracy, as of the date hereof, of the matters
therein contained.

         Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:

         1. Each CCCI Trust is a duly formed and validly existing statutory
business trust in good standing under the laws of the State of Delaware.




         2. The Preferred Securities of each CCCI Trust, upon issuance, will
constitute validly issued and, subject to the qualifications set forth in
paragraph 3 below, fully paid and non-assessable beneficial interests in the
assets of such CCCI Trust.

         3. Under the Delaware Act and the terms of the applicable Governing
Instrument, each Preferred Security Holder of a CCCI Trust, in such capacity,
will be entitled to the same limitation of personal liability as that extended
to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware; provided, however, we express no
opinion with respect to the liability of any Preferred Security Holder of a CCCI
Trust who is, was or may become a named Trustee of such CCCI Trust. We note that
pursuant to Section 11.04 of each Governing Instrument, each CCCI Trust may
withhold amounts otherwise distributable to a Holder of such CCCI Trust and pay
over such amounts to the applicable jurisdictions in accordance with federal,
state and local law and any amount withheld will be deemed to have been
distributed to such Holder and that, pursuant to each Governing Instrument,
Preferred Security Holders of a CCCI Trust may be obligated to make payments or
provide indemnity or security under the circumstances set forth therein.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "LEGAL
OPINIONS" in the Prospectus forming a part thereof. In giving this consent, we
do not thereby admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Commission thereunder. This opinion speaks only as
of the date hereof and is based on our understandings and assumptions as to
present facts, and on our review of the above-referenced documents and the
application of Delaware law as the same exist as of the date hereof, and we
undertake no obligation to update or supplement this opinion after the date
hereof for the benefit of any person or entity with respect to any facts or
circumstances that may hereafter come to our attention or any changes in facts
or law that may hereafter occur or take effect. This opinion is intended solely
for the benefit of the addressees hereof in connection with the matters
contemplated hereby and may not be relied on by any other person or entity or
for any other purpose without our prior written consent.

                                        Very truly yours,

                                        MORRIS, NICHOLS, ARSHT & TUNNELL


                                        /s/ MORRIS, NICHOLS, ARSHT & TUNNELL