




                        [LETTERHEAD OF KIRKLAND & ELLIS]

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 202 879-5000



                                     [DATE]


Radio One, Inc.
5900 Princess Garden Parkway
Lanham, Maryland  20706

         Re:      Series B 12% Senior Subordinated Notes due 2004

Ladies and Gentlemen:

         We are  acting as  special  counsel  to Radio  One,  Inc.,  a  Delaware
corporation (the "Company"), in connection with the proposed registration by the
Company of up to  $85,478,000  in aggregate  principal  amount of the  Company's
Series B 12% Senior Subordinated Notes due 2004 (the "Exchange Notes"), pursuant
to a  Registration  Statement on Form S-4 filed with the Securities and Exchange
Commission  (the  "Commission")  on June [__],  1997 under the Securities Act of
1933, as amended (the "Securities Act") (such Registration Statement, as amended
or supplemented,  is hereinafter  referred to as the "Registration  Statement"),
for the purpose of effecting an exchange  offer (the  "Exchange  Offer") for the
Company's 12% Senior  Subordinated Notes due 2004 (the "Old Notes"). We are also
acting  as  special  counsel  to  Radio  One  Licenses,  Inc.  (the  "Subsidiary
Guarantor") as issuer of a guarantee (the "Guarantee") of the obligations of the
Company under the Exchange Notes. The Exchange Notes and the Guarantee are to be
issued  pursuant to the Indenture (the  "Indenture"),  dated as of May 15, 1997,
among the Company,  the Subsidiary  Guarantor and United States Trust Company of
New York,  as  Trustee,  in exchange  for and in  replacement  of the  Company's
outstanding Old Notes,  of which  $85,478,000 in aggregate  principal  amount is
outstanding.

         In that connection,  we have examined originals, or copies certified or
otherwise identified to our satisfaction,  of such documents,  corporate records
and other  instruments  as we have  deemed  necessary  for the  purposes of this
opinion, including (i) the corporate and organizational documents of the Company
and  the  Subsidiary  Guarantor,  (ii)  minutes  and  records  of the  corporate
proceedings  of the Company and the  Subsidiary  Guarantor  with  respect to the
issuance  of the  Exchange  Notes  and the  Guarantee,  respectively,  (iii) the
Registration  Statement and exhibits  thereto and (iv) the  Registration  Rights
Agreement,  dated as of May 14,  1997,  among the Company,  Credit  Suisse First
Boston Corporation and NationsBanc Capital Markets, Inc.

         For purposes of this opinion,  we have assumed the  authenticity of all
documents  submitted to us as originals,  the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures  of persons  signing  all  documents  in  connection  with which this

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Radio One, Inc.
[DATE]
Page 2


opinion is rendered,  the  authority  of such  persons  signing on behalf of the
parties thereto other than the Company and the Subsidiary Guarantor, and the due
authorization,  execution and delivery of all  documents by the parties  thereto
other than the Company and the Subsidiary Guarantor. As to any facts material to
the opinions  expressed  herein which we have not  independently  established or
verified,  we have relied upon  statements and  representations  of officers and
other representatives of the Company and the Subsidiary Guarantor and others.

         Based upon and subject to the foregoing qualifications, assumptions and
limitations  and the further  limitations set forth below, we are of the opinion
that:

         (1) Each of the Company and the  Subsidiary  Guarantor is a corporation
existing and in good standing under the General  Corporation Law of the State of
Delaware.

         (2) The  sale and  issuance  of the  Exchange  Notes  has been  validly
authorized  by the Company and the  issuance of the  Guarantee  has been validly
authorized by the Subsidiary Guarantor.

         (3) When, as and if (i) the  Registration  Statement  shall have become
effective  pursuant to the provisions of the Securities  Act, (ii) the Indenture
shall have been qualified  pursuant to the provisions of the Trust Indenture Act
of 1939, as amended, (iii) the Old Notes shall have been validly tendered to the
Company (iv) the Exchange Notes shall have been duly executed and  authenticated
in accordance  with the  provisions  of the Indenture and duly  delivered to the
purchasers thereof in exchange for the Old Notes, (v) the Board of Directors and
the appropriate  officers of the Company and the Subsidiary Guarantor have taken
all necessary  action to fix and approve the terms of the Exchange Notes and the
Guarantee,  respectively,  and (vi) any legally  required  consents,  approvals,
authorizations  or  other  order  of  the  Commission  or any  other  regulatory
authorities  have been obtained,  the Exchange Notes when issued pursuant to the
Exchange Offer will be legally  issued,  fully paid and  nonassessable  and will
constitute  valid and binding  obligations of the Company and the Guarantee will
constitute a valid and binding obligation of the Subsidiary Guarantor.

                  Our opinions expressed above are subject to the qualifications
that we express  no opinion as to the  applicability  of,  compliance  with,  or
effect of (i) any bankruptcy, insolvency,  reorganization,  fraudulent transfer,
fraudulent conveyance, moratorium or other similar law affecting the enforcement
of creditors' rights generally, (ii) general principles of equity (regardless of
whether  enforcement  is considered in a proceeding in equity or at law),  (iii)
public  policy  considerations  which may limit the  rights of parties to obtain
certain  remedies and (iv) any laws except the laws of the State of New York and
the General Corporation Law of the State of Delaware.  We advise you that issues
addressed by this letter may be governed in whole or in part by other laws,  but
we express no opinion as to whether any relevant  difference  exists between the
laws upon which our  opinions

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Radio One, Inc.
[DATE]
Page 3


are based and any other laws which may  actually  govern.  For  purposes  of the
opinion in  paragraph  1, we have relied  exclusively  upon recent  certificates
issued by the  Delaware  Secretary  of State and such opinion is not intended to
provide any conclusion or assurance  beyond that conveyed by such  certificates.
We have assumed without  investigation that there has been no relevant change or
development  between the respective  dates of such  certificates and the date of
this letter.

                  We hereby consent to the filing of this opinion as Exhibit 5.1
to the  Registration  Statement.  We also  consent to the  reference to our firm
under the heading "Legal Matters" in the Registration  Statement. In giving this
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 the rules and
regulations of the Commission.

                  We do not find it necessary  for the purposes of this opinion,
and  accordingly  we do not  purport to cover  herein,  the  application  of the
securities  or "Blue  Sky" laws of the  various  states to the  issuance  of the
Exchange Notes.

                  This  opinion  is  limited to the  specific  issues  addressed
herein,  and no opinion may be inferred or implied beyond that expressly  stated
herein.  We assume no obligation to revise or supplement this opinion should the
present  laws of the States of  Delaware  or New York be changed by  legislative
action, judicial decision or otherwise.

                  This opinion is furnished to you in connection with the filing
of the  Registration  Statement,  and is not to be used,  circulated,  quoted or
otherwise relied upon for any other purposes.

                                                     Yours very truly,


                                                     KIRKLAND & ELLIS
