
<PAGE>
 
                                                                     EXHIBIT 5.1

                 [LETTERHEAD OF LATHAM & WATKINS APPEARS HERE]


                                       October 16, 1996



Evergreen Media Corporation
433 East Las Colinas Boulevard
Irving, Texas  75039

          Re:   Public offering by Evergreen Media Corporation (the "Company")
                of up to 9,200,000 shares of Class A Common Stock of the
                Company, par value $0.01 per share, pursuant to a Registration
                Statement on Form S-3 of the Company (File No. 333-12453)
                ---------------------------------------------------------------
                         

Ladies and Gentlemen:

          In connection with the registration of up to 9,200,000 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.01 per share (the
"Class A Common Stock"), under the Securities Act of 1933, as amended (the
"Act"), by Evergreen Media Corporation, a Delaware corporation (the "Company"),
on Form S-3 filed with the Securities and Exchange Commission (the "Commission")
on September 20, 1996 (File No. 333-12453), as amended by Amendment No. 1 filed
with the Commission on October 16, 1996, (collectively, the "Registration
Statement"), you have requested our opinion with respect to the matters set
forth below.

          In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization, issuance and sale of up to
9,200,000 Shares of the Class A Common Stock to be offered by the Company, and
for the purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed.  In addition, we have made such
legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
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LATHAM & WATKINS
 
October 16, 1996
Page 2

          In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic documents of all documents submitted to us as copies.

          We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of any
other laws or as to any matters of municipal law or the laws of any other local
agencies within the state.

          Subject to the foregoing, it is our opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in the manner
contemplated by the Registration Statement will be validly issued, fully paid
and nonassessable.

          We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."



                            Very truly yours,

                            /s/ Latham & Watkins
