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                                                                     EXHIBIT 5.1




                        [Letterhead of Latham & Watkins]

                               September 5, 1997




Chancellor Media Corporation
433 East Las Colinas Boulevard
Irving, Texas 75309


     Re:  Registration Statement on Form S-8 of Chancellor Media Corporation: 
          Common Stock, par value $.01 per share


Gentlemen:

     At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement"), which you intend to file with the Securities
and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of (i) 756,274 shares of Common Stock, par
value $.01 per share (the "Plan Shares"), to be issued by Chancellor Media
Corporation (the "Company") under the Chancellor Broadcasting Company Stock
Award Plan ("Plan"), (ii) 30,302 shares of Common Stock, par value $.01 per
share (the "Director Plan Shares"), to be issued by the Company under the
Chancellor Holding Corp. 1994 Director Stock Option Plan ("Director Plan") and
(iii) 973,708 shares of Common Stock, par value $.01 per share (the "Management
Option Shares") to be issued by the Company under each of (a) the Stock Option
Grant Letter dated September 30, 1995 to Steven Dinetz from Chancellor
Corporation, (b) the Stock Option Grant Letter dated September 30, 1995 to Eric
W. Neumann from Chancellor Corporation, (c) the Stock Option Grant Letter dated
September 30, 1995 to Marvin Dinetz from Chancellor Corporation, and (d) the
Stock Option Grant Letter dated February 14, 1997 to Carl E.  Hirsch from
Chancellor Broadcasting Company (the foregoing option letters, collectively,
the "Management Options").

     We are familiar with the proceedings undertaken in connection with the
assumption by the Company of the obligations of Chancellor Broadcasting Company
in respect of options
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September 5, 1997
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granted pursuant to the Plan, the Director Plan and the Management Options.
Additionally, we have examined such questions of law and fact as we have
considered necessary or appropriate for purposes of this opinion.

         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 original documents of all documents submitted to us as 
copies.

         We are opining herein as to the effect on the subject transaction of
only 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 any other local agencies
within any state.

         Subject to the foregoing and in reliance thereon, it is our opinion
that:

         (i)     upon the exercise of options granted pursuant to the Plan and
subject to the Company completing all actions and proceedings required on its
part to be taken prior to the issuance of the Plan Shares pursuant to the Plan
and the Registration Statement, including, without limitation, collection of
required payment for such shares, and upon such issuance, the Plan Shares will 
be validly issued, fully paid and non-assessable;

         (ii)    upon the exercise of options granted pursuant to the Director
Plan and subject to the Company completing all actions and proceedings required
on its part to be taken prior to the issuance of the Director Plan Shares
pursuant to the Director Plan and the Registration Statement, including, without
limitation, collection of required payment for such shares, and upon such
issuance, the Director Plan Shares will be validly issued, fully paid and
non-assessable; and

         (iii)   upon the exercise of options granted pursuant to the
Management Options and subject to the Company completing all actions and
proceedings required on its part to be taken prior to the issuance of the
Management Option Shares pursuant to the Management Options and the Registration
Statement, including, without limitation, collection of required payment for
such shares, and upon such issuance, the Management Option Shares will be
validly issued, fully paid and non-assessable. 

         We consent to your filing this opinion as an exhibit to the
Registration Statement.


                                        Very truly yours,



                                        /s/ LATHAM & WATKINS    
