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                                                                     EXHIBIT 5.1

                         [PALMER & DODGE LLP LETTERHEAD]

                                October 19, 2000

Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808

         We are furnishing this opinion in connection with the registration
statement on Form S-3 (the "Registration Statement") of Lamar Advertising
Company (the "Company"), a Delaware corporation, filed on or about the date
hereof with the U.S. Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").

         We have reviewed the Registration Statement, including the prospectus
(the "Prospectus") that is a part of the Registration Statement. The Prospectus
provides that it will be supplemented in the future by one or more supplements
to the Prospectus (each a "Prospectus Supplement"). The Prospectus as
supplemented by various Prospectus Supplements will provide for the issuance and
sale by the Company of up to $750,000,000 aggregate offering price of (i) one or
more series of debt securities (the "Debt Securities"), (ii) shares of preferred
stock, $.001 par value (the "Preferred Stock"), (iii) shares of Class A common
stock, $.001 par value (the "Class A Stock") and (iv) warrants to purchase Class
A Stock, Preferred Stock or Debt Securities (collectively, the "Warrants"), and
the guarantees by certain subsidiaries of the Company listed as Co-Registrants
in the Registration Statement (the "Subsidiaries") of the Debt Securities (the
"Guarantees"). The Debt Securities, the Guarantees, the Preferred Stock, the
Class A Stock and the Warrants are collectively referred to herein as the
"Securities." The Registration Statement provides that Debt Securities may be
convertible into shares of Class A Stock or shares of Preferred Stock, and that
shares of Preferred Stock may be convertible into shares of Class A Stock.

         The Debt Securities will be issued pursuant to one or more indentures
in the form filed as an exhibit to the Registration Statement, as amended or
supplemented from time to time (each, an "Indenture"), between the Company, as
obligor, and a trustee chosen by the Company and qualified to act as such under
the Trust Indenture Act of 1939, as amended (each, a "Trustee"). The Warrants
will be issued under one or more warrant agreements (each, a "Warrant
Agreement") by and among the Company and a financial institution identified
therein as warrant agent (each, a "Warrant Agent").

         In our capacity as your counsel in connection with such registration,
we are familiar with certain proceedings taken and proposed to be taken by the
Company in connection with the authorization of the Securities. We have made
such examination as we consider necessary to render this opinion.




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         The opinions rendered herein are limited to the Delaware General
Corporation Law (including the applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws) and the
federal laws of the United States.

         Based upon the foregoing, we are of the opinion that:

         1. When (i) the Company and the Trustee duly execute and deliver an
Indenture and the specific terms of a particular Debt Security have been duly
established in accordance with the terms of such Indenture, and such Debt
Securities have been duly authenticated by the Trustee and duly executed and
delivered on behalf of the Company against payment therefor in accordance with
the terms and provisions of the Indenture and as contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement(s)
and (ii) the Registration Statement and any required post-effective amendments
thereto have all become effective under the Securities Act, and assuming that
(a) the Indenture and all amendments thereto and the particular Debt Securities
are duly approved by the Board of Directors of the Company as required by
applicable law, (b) the terms of the Debt Securities as executed and delivered
are as described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (c) the Debt Securities as executed and delivered do
not violate any law applicable to the Company or result in a default under or
breach of any agreement or instrument binding upon the Company, (d) the Debt
Securities as executed and delivered comply with all requirements and
restrictions, if any, applicable to the Company, whether imposed by any court or
governmental or regulatory body having jurisdiction over the Company and (e) the
Debt Securities are then issued and sold as contemplated in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), the Debt
Securities will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with the terms of the Debt
Securities.

         2. When (i) the Company, the Subsidiaries delivering Guarantees of Debt
Securities and the Trustee duly execute and deliver an Indenture and the
specific terms of the Guarantees and the related Debt Securities have been duly
established in accordance with the terms of the applicable Indenture, the
Guarantees have been duly executed and delivered and the related Debt Securities
have been duly authenticated by the Trustee and duly executed and delivered on
behalf of the Company against payment therefor in accordance with the terms and
provision of the applicable Indenture and as contemplated by the Registration
Statement, the Prospectus and the related Prospectus Supplement(s) and (ii) the
Registration Statement and any required post-effective amendment thereto have
all become effective under the Securities Act, and assuming that (a) the
Indenture and all amendments thereto and the Guarantees are duly approved by the
Board of Directors of the Company and each of the Subsidiaries delivering
Guarantees of Debt Securities as required by applicable law, (b) the terms of
the Guarantees as executed and delivered are as described in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), (c) the
Guarantees as executed and delivered do not violate any law applicable to each
Subsidiary delivering a Guarantee or result in a default under or breach of any
agreement or instrument binding upon each such Subsidiary, (d) the Guarantees as
executed and delivered comply with all requirements and restrictions, if any,
applicable to each Subsidiary delivering a Guarantee, whether imposed by any
court or governmental or regulatory body having jurisdiction over each such
Subsidiary and (e) the Guarantees are then issued as contemplated in the
Registration Statement, the Prospectus and the related Prospectus


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Supplement(s), the Guarantees will constitute valid and binding obligations of
each Subsidiary delivering a Guarantee, enforceable against each such Subsidiary
in accordance with the terms of the Guarantees.

         3. The Company has the authority pursuant to its Certificate of
Incorporation, as amended (the "Certificate"), to issue up to 1,000,000 shares
of Preferred Stock. When a series of Preferred Stock has been duly established
in accordance with the terms of the Company's Certificate and applicable law,
and upon adoption by the Board of Directors of the Company of a resolution in
form and content as required by applicable law and upon issuance and delivery of
and payment for such shares in the manner contemplated by the Registration
Statement, the Prospectus and the related Prospectus Supplement(s) and by such
resolution, such shares of such series of Preferred Stock will be validly
issued, fully paid and nonassessable.

         4. The Company has the authority pursuant to its Certificate to issue
up to 175,000,000 shares of Class A Stock. Upon adoption by the Board of
Directors of the Company of a resolution in form and content as required by
applicable law and upon issuance and delivery of and payment for such shares in
the manner contemplated by the Registration Statement, the Prospectus and the
related Prospectus Supplement(s) and by such resolution, such shares of Class A
Stock will be validly issued, fully paid and nonassessable.

         5. When (i) the Company and the Warrant Agent duly execute and deliver
a Warrant Agreement and the specific terms of a particular Warrant have been
duly established in accordance with the terms of such Warrant Agreement, and
such Warrants have been duly authenticated by the Warrant Agent and duly
executed and delivered on behalf of the Company against payment therefor in
accordance with the terms and provisions of the Warrant Agreement and as
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s) and (ii) the Registration Statement and any required
post-effective amendments thereto have all become effective under the Securities
Act, and assuming that (a) the Warrant Agreement and all amendments thereto and
the particular Warrants are duly approved by the Board of Directors of the
Company as required by applicable law, (b) the terms of the Warrants as executed
and delivered are as described in the Registration Statement, the Prospectus and
the related Prospectus Supplement(s), (c) the Warrants as executed and delivered
do not violate any law applicable to the Company or result in a default under or
breach of any agreement or instrument binding upon the Company, (d) the Warrants
as executed and delivered comply with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company and (e) the Warrants are
then issued and sold as contemplated in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), the Warrants will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms.

         The opinions set forth in paragraphs 1, 2 and 5 above are subject to
the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
rights and remedies of creditors; (ii) the effect of general principles of
equity, including without limitation, concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief, regardless of whether enforcement is
considered in a proceeding in equity or at law, and the


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discretion of the court before which any proceeding therefor may be brought;
(iii) the unenforceability under certain circumstances under law or court
decisions of provisions providing for the indemnification of, or contribution
to, a party with respect to a liability where such indemnification or
contribution is contrary to public policy; (iv) we express no opinion concerning
the enforceability of any waiver of rights or defenses with respect to stay,
extension or usury laws; and (v) we express no opinion with respect to whether
acceleration of Debt Securities may affect the collectibility of any portion of
the stated principal amount thereof which might be determined to constitute
unearned interest thereon.

         We assume for purposes of this opinion that each of the Company and the
Subsidiaries are and will remain duly organized, validly existing and in good
standing under applicable state law.

         To the extent that the obligations of the Company and the Subsidiaries
under an Indenture or Guaranty may be dependent thereon, we assume for purposes
of this opinion that each of the Company and the Subsidiaries has the
organizational power and authority to issue and sell the Securities; that the
applicable Indenture or Guaranty has been duly authorized by all necessary
organizational action by the Company and the Subsidiaries, has been duly
executed and delivered by the Company and the Subsidiaries and constitutes the
valid, binding and enforceable obligation of each of the Company and the
Subsidiaries enforceable against each of the Company and the Subsidiaries in
accordance with its terms; that the Trustee for each Indenture is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; that the Trustee is duly qualified to engage in
the activities contemplated by the applicable Indenture; that the applicable
Indenture has been duly authorized, executed and delivered by the Trustee and
constitutes a legally valid, binding and enforceable obligation of the Trustee,
enforceable against the Trustee in accordance with its terms; that the Trustee
is in compliance, generally and with respect to acting as Trustee under the
applicable Indenture, with all applicable laws and regulations; and that the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the applicable Indenture.

         To the extent that the obligations of the Company under each Warrant
Agreement may be dependent thereon, we assume for purposes of this opinion that
the Company has the corporate power and authority to issue and sell the
Securities; that the applicable Warrant Agreement has been duly authorized by
all necessary corporate action by the Company, has been duly executed and
delivered by the Company and constitutes the valid, binding and enforceable
obligation of the Company enforceable against the Company in accordance with its
terms; that the Warrant Agent is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Warrant
Agent is duly qualified to engage in the activities contemplated by the Warrant
Agreement; that the Warrant Agreement has been duly authorized, executed and
delivered by the Warrant Agent and constitutes the legally valid, binding and
enforceable obligation of the Warrant Agent, enforceable against the Warrant
Agent in accordance with its terms; that the Warrant Agent is in compliance,
generally and with respect to acting as a Warrant Agent under the Warrant
Agreement, with all applicable laws and regulations; and that the Warrant Agent
has the requisite organizational and legal power and authority to perform its
obligations under the Warrant Agreement.



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         We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus included therein.

                                          Very truly yours,



                                          /s/ Palmer & Dodge LLP