EX-5 2 exhibit5.htm EXHIBIT 5 Exhibit5


BOSE
McKINNEY
& EVANS LLP

ATTORNEYS AT LAW

January 9, 2014

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

Dear Sirs:

We are acting as counsel to Emmis Communications Corporation, an Indiana corporation (the “Company”), in connection with the registration by the Company of shares of the Company’s Class A Common Stock, par value $.01 per share (the “Common Stock”) to be issued by the Company upon conversion of certain outstanding shares of the Company’s 6.25% Series A Cumulative Convertible Preferred Stock held by the Company’s 2012 Retention Plan and Trust (the “Plan”) and thereafter distributed to eligible Company employees who are participants in the Plan. The Common Stock is the subject of a Registration Statement, as amended (the “Registration Statement”) filed by the Company on Form S‑8 under the Securities Act of 1933, as amended.

We have examined photostatic copies of the Company’s Second Amended and Restated Articles of Incorporation, as amended (the “Articles”), and Second Amended and Restated Bylaws, the Plan, corporate records and such other documents and instruments as we have deemed necessary to enable us to render the opinion set forth below. We have assumed the conformity to the originals of all documents submitted to us as photostatic copies, the authenticity of the originals of such documents, and the genuineness of all signatures appearing thereon.

Based upon and subject to the foregoing, it is our opinion that the Common Stock has been duly authorized by all necessary corporate action of the Company and upon issuance and delivery of such shares to the Plan in the manner contemplated by the Articles and continuing through distribution of the shares of Common Stock by the Plan in the manner contemplated by the Plan, such shares of Common Stock will be legally issued, fully paid, and nonassessable.

This opinion is limited to the federal laws of the United States and the laws of the State of Indiana. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under them, that are currently in effect.

We consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 filed under the Securities Act of 1933 relating to the Common Stock. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

BOSE McKINNEY & EVANS LLP


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