EX-5 3 g69946ex5.txt OPINION OF JONES, DAY, REAVIS & POUGE 1 EXHIBIT 5 JONES, DAY, REAVIS & POGUE 303 Peachtree Street, N.E. 3500 SunTrust Plaza Atlanta, Georgia 30308 June 7, 2001 Cumulus Media Inc. 3535 Piedmont Road, Building 14, 14th Floor Atlanta, Georgia 30305 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Cumulus Media, Inc., an Illinois corporation (the "Company"), in connection with the registration by the Company of 2,750,000 shares of Class A Common Stock, par value $0.01 per share ("Common Stock"), to be issued in accordance with the Company's 2000 Stock Incentive Plan (the "Plan") pursuant to the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Registration Statement") to which this opinion appears as Exhibit 5. As counsel for the Company, we have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion. We have assumed, without independent verification, the genuineness and authorization of all signatures and the conformity to the originals of all copies submitted to us or inspected by us as certified, conformed or photostatic copies. Based on such examination, we are of the following opinion: The shares of Common Stock, when issued in the manner contemplated by the Plan, will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, our examination of matters of law has been limited to the laws of the State of Illinois and the federal laws of the United States of America, as in effect on the date hereof. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Jones, Day, Reavis & Pogue JONES, DAY, REAVIS & POGUE