
Radio One, Inc.
September __, 1997
Page 1


                         [LETTERHEAD OF KIRKLAND ELLIS]









                                                                     EXHIBIT 8.1
To Call Writer Direct:
 202 879-5000

                                     [DATE]


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

   Re:      Offer by Radio One, Inc./Radio One Licenses, Inc. to Exchange their
            Series B 12% Senior Subordinated Notes Due 2004 for any and all
            of their 12% Senior Subordinated Notes Due 2004

     We have acted as special counsel to Radio One, Inc. and Radio One Licenses,
Inc.  "Companies")  in  connection  with their offer (the  "Exchange  Offer") to
Exchange  their Series B 12% Senior  Subordinated  Notes Due 2004 (the "Exchange
Notes")  for any and all of their 12%  Senior  Subordinated  Notes Due 2004 (the
"Notes").

     You have  requested our opinion as to certain  United States federal income
tax  consequences  of the  Exchange  Offer and to the holders  who will  receive
Exchange  Notes.  In  preparing  our opinion,  we have  reviewed and relied upon
Amendment  No. 1 to the Company's  Registration  Statement on Form S-4 (File No.
333-30795),  filed with the Securities and Exchange  Commission on September __,
1997 (the  "Registration  Statement"),  and such  other  documents  as we deemed
necessary.

     On the  basis of the  foregoing,  it is our  opinion  that  the  disclosure
contained under the heading  "Certain  Federal Income Tax  Consequences"  in the
Registration Statement is correct in all material respects.

     The opinion set forth above is based upon the applicable  provisions of the
Internal Revenue Code of 1986, as amended; the Treasury Regulations  promulgated
or proposed  thereunder;  current positions of the Internal Revenue Service (the
"IRS")  contained  in  published  revenue  rulings,   revenue  procedures,   and
announcements; existing judicial decisions; and other applicable authorities. No
tax rulings  have been  sought  from the IRS with  respect to any of the matters
discussed  herein.  Unlike a ruling  from the IRS,  opinions  of counsel are not
binding on the IRS. Hence, no assurance can be given that the opinions stated in
this letter will not be  successfully  challenged  by the IRS or by a court.  We
express no opinion  concerning any United States federal income tax consequences
of the Exchange Offer except as expressly set forth above.





<PAGE>



Radio One, Inc.
September __, 1997
Page 2

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement  and to the  reference  to this firm  under the  heading
"Certain Federal Income Tax Consequences " in the Registration Statement.

                                                     Very truly yours,

                                                     /s/

                                                     Kirkland & Ellis



