EXHIBIT 5


                                 BAKER & DANIELS
                            300 NORTH MERIDIAN STREET
                                   SUITE 2700
                           INDIANAPOLIS, INDIANA 46204
                                 (317) 237-0300


May 30, 2003


Emmis Communications Corporation
40 Monument Circle
Suite 700
Indianapolis, Indiana  46204

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as counsel to Emmis  Communications  Corporation,  an Indiana
corporation (the "Company"),  in connection with the preparation and filing with
the  Securities  and Exchange  Commission  (the  "Commission")  of the Company's
Registration  Statement  on Form S-8 (the  "Registration  Statement")  under the
Securities  Act of 1933  (the  "Act"),  registering  the offer and sale of up to
500,000  shares of the  Company's  Class A Common  Stock,  $0.01 par value  (the
"Shares")  pursuant  to the Emmis  Operating  Company  401(k) Plan and the Emmis
Operating Company 401(k) Plan Two (collectively, the "Plans").

         In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below.

         Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when the Registration Statement shall have become effective
and the Shares have been issued in accordance with the Plans, the Shares will be
validly issued, fully paid and nonassessable.

         Our opinion expressed above is limited to the federal law of the United
States and the law of the State of Indiana.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we are within the category of persons whose consent is required under Section 7
of the Act or the Rules and Regulations of the Commission thereunder.


                                                              Very truly yours,

                                                             /s/ BAKER & DANIELS