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                                                                     EXHIBIT 8.4



                    [Weil, Gotshal & Manges LLP Letterhead]

                               September 5, 1997



Chancellor Broadcasting Company
12655 N. Central Expressway
Suite 405
Dallas, Texas 75243

Ladies & Gentlemen:

     You have requested our opinion regarding certain federal income tax
consequences of (i) the merger (the "Merger") of Chancellor Broadcasting
Company, a Delaware corporation (the "Company"), with and into Evergreen
Mezzanine Holdings Corporation, a Delaware corporation ("EMHC"), and a direct
wholly-owned subsidiary of Evergreen Media Corporation, a Delaware corporation
("Evergreen"), and (ii) the merger (the "Subsidiary Merger") of Chancellor
Radio Broadcasting Company, a Delaware corporation ("Radio Broadcasting"), with
and into Evergreen Media Corporation of Los Angeles, a Delaware corporation
("EMCLA").

     In formulating our opinion, we examined such documents as we deemed
appropriate, including the Amended and Restated Agreement and Plan of Merger
among the Company, Radio Broadcasting, Evergreen, EMHC and EMCLA dated as of
July 31, 1997 (the "Merger Agreement"), the Joint Proxy Statement and
Prospectus (the "Joint Proxy Statement"), included in the Registration
Statement on Form S-4, as filed by Evergreen with the Securities and Exchange
Commission (the "Commission") on August 1, 1997, in which the Joint Proxy
Statement is included as a prospectus (with all amendments thereto, the
"Registration Statement"), and the Registration Statement on Form S-4, as filed
by EMCLA with the Commission on July 29, 1997 (with all amendments thereto, the
"EMCLA Registration Statement"). In addition, we have obtained such additional
information as we deemed relevant and necessary through consultation with
various officers and representatives of the Company, Radio Broadcasting,
Evergreen, EMHC and EMCLA.

     Our opinion set forth below assumes (1) the accuracy of the statements and
facts concerning the Merger and the Subsidiary Merger set forth in the Merger
Agreement, the Joint Proxy Statement, the Registration Statement, and the EMCLA
Registration Statement, (2) the consummation of the Merger and the Subsidiary
Merger in the manner contemplated by, and in accordance with the terms set
forth in, the Merger Agreement, the Joint Proxy Statement, the Registration
Statement, and the EMCLA Registration Statement and (3) the accuracy of (i) the
representations made by the Company and by Radio Broadcasting, which are set
forth in the Certificates delivered to us by the Company and Radio
Broadcasting, dated the date hereof, (ii) the representations made by
Evergreen, EMHC and by EMCLA which are set forth in the Certificates delivered
to us by Evergreen, EMHC and EMCLA, dated the date hereof and (iii) the
representations made by certain shareholders of the Company which are set forth
in the Certificates delivered to us by such persons, dated the date hereof.

     Based upon the facts and statements set forth above, our examination and
review of the documents referred to above and subject to the assumptions set
forth herein, we are of the opinion that for federal income tax purposes:


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Chancellor Broadcasting Company
September 5, 1997
Page 2

     1.   The Merger and the Subsidiary Merger will each constitute a
          reorganization within the meaning of Section 368(a) of the Internal
          Revenue Code of 1986, as amended (the "Code").

     2.   No gain or loss will be recognized by stockholders of the Company
          with respect to shares of common stock of Evergreen received in the
          Merger in exchange for shares of common stock of the Company, or with
          respect to shares of convertible preferred stock of Evergreen
          received in the Merger in exchange for shares of convertible
          preferred stock of the Company, except in each case with respect to
          cash received by dissenters or in lieu of fractional shares.

     3.   No gain or loss will be recognized by stockholders of Radio
          Broadcasting with respect to shares of preferred stock of EMCLA
          received in the Subsidiary Merger in exchange for shares of preferred
          stock of Radio Broadcasting, except with respect to cash received by
          dissenters.

We express no opinion concerning any tax consequences of the Merger or the
Subsidiary Merger other than those specifically set forth herein.

     Our opinion is based on current provisions of the Code, the Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service and case law, any of which may be changed at any time with
retroactive effect. Any change in applicable laws or facts and circumstances
surrounding the Merger or the Subsidiary Merger, or any inaccuracy in the
statements, facts, assumptions and representations on which we have relied, may
affect the continuing validity of the opinion set forth herein. We assume no
responsibility to inform you of any such change or inaccuracy that may occur or
come to our attention.

                                        Very truly yours,

                                        /s/ WEIL, GOTSHAL & MANGES LLP
