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                                                                EXHIBIT 5.1

                         [LATHAM & WATKINS LETTERHEAD]


                                October 16, 1997


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

        Re:     Chancellor Media Corporation (the "Company") Registration
                Statement on Form S-3 (File No. 333-36885)

Ladies and Gentlemen:

        In connection with the registration of resales of 5,990,000 shares of
$3.00 Convertible Exchangeable Preferred Stock with a liquidation preference of
$50.00 per share (the "Preferred Shares"), $299,500,000 in aggregate principal
amount of the 6% Convertible Subordinated Exchange Debentures due 2012 issuable
upon exchange of the Preferred Shares (the "Debentures") and the shares of
Common Shares initially issuable upon conversion of the Preferred Shares and
the Debentures (the "Common Shares" and together with the Preferred Shares and
the Debentures, the "Securities") under the Securities Act of 1933, as amended
(the "Act"), by Chancellor Media Corporation, a Delaware corporation (the
"Company"), on Form S-3 filed with the Securities and Exchange Commission (the
"Commission") on October 1, 1997, as amended on October 16, 1997 (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 or proposed to be taken by the
Company in connection with the registration of the Securities, 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


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Chancellor Media Corporation
October 16, 1997
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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.

        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 the internal laws
of the state of New York, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state.

        Subject to the foregoing, it is our opinion that:

        1.      The Preferred Shares had been duly authorized by all necessary
corporate action of the Company and is validly issued, fully paid and
nonassessable. 

        2.      The Common Shares has been duly authorized by all necessary
corporate action of the Company and, upon issuance thereof upon conversion of
Preferred Shares or Debentures, as the case may be, in the manner contemplated
by the Registration Statement, will be validly issued, fully paid and
nonassessable. 

        3.      The Debentures have been duly authorized by all necessary
corporate action of the Company and, when executed by the Trustee and upon
issuance thereof in exchange for the Preferred Shares in the manner
contemplated by the Registration Statement in accordance with the terms of the
Indenture, will constitute legally valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms.

        The opinions rendered in paragraph 3 relating to the legally valid and
binding nature of the Debentures are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other
similar laws now or hereafter in effect relating to or affecting the rights and
remedies of creditors; (ii) the effect of general principles of equity, whether
enforcement is considered in a proceeding in equity or law, and the discretion
of the court before which any proceeding therefor may be brought; (iii) the
unenforceability under certain circumstances under law or court decisions of
provisions providing for the indemnification of or contribution to a party with
respect to a liability where such indemnification or contribution is contrary
to public policy; and (iv) we express no opinion concerning the enforceability
of any waiver of rights or defenses contained in the Indenture.
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Chancellor Media Corporation
October 16, 1997
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        To the extent that the obligations of the Company under the Indenture
may be dependent upon such matters, we assume for purposes of this opinion that
the Trustee under the Indenture is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee
is duly qualified to engage in the activities contemplated by the Indenture
that the Indenture has been duly authorized, executed and delivered by the
Trustee and constitutes the legally valid and binding obligation of the Trustee
enforceable against the Trustee in accordance with its terms; that the Trustee
is in compliance, generally and with respect to acting as a trustee under each
of the Indenture, with all applicable laws and regulations; and that the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the Indenture.

        We hereby consent to the filing of this opinion with the Commission as 
an exhibit to the Registration Statement and the reference to our firm under the
heading "Legal Matters" in the Registration Statement.


                                        Very truly yours,



                                        /s/ LATHAM & WATKINS
