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                                                                   Exhibit 8.1



                        [LATHAM & WATKINS LETTERHEAD]




October 16, 1997



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

         Re:  Registration Statement on Form S-3 (File No. 333-36855)


Dear Sir or Madam:

        You have requested our opinion concerning the material federal income
tax consequences generally applicable to the purchase, ownership and
disposition of the $3.00 Convertible Exchangeable Preferred Stock, par value
$.01 per share, of Chancellor Media Corporation which have been registered
under the Securities Act of 1933, as amended, in connection with the
Registration Statement on Form S-3 filed herewith (the "Registration
Statement").

        The facts, as we understand them, and upon which with your permission
we rely in rendering the opinion expressed herein, are set forth in the
Registration Statement.  Based on such facts, it is our opinion that the
material federal income tax consequences are accurately set forth under the
heading "Certain United States Federal Income Tax Considerations" in the
Registration Statement.  No opinion is expressed as to any matter not discussed
therein.

        This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters all of which are
subject to change either prospectively or retroactively.  Also, any variation
or difference in the facts from those set forth in the Registration Statement
may affect the conclusions stated herein.

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[LATHAM & WATKINS]

Chancellor Media Corporation
October 16, 1997
Page 2


        This opinion is rendered to you solely for use in connection with the
Registration Statement. We consent to your filing this opinion as an exhibit to
the Registration Statement, and to the reference to our firm under the headings
"Certain United States Federal Income Tax Considerations" and "Legal Matters."


                                                Very truly yours,

                                                /s/ LATHAM & WATKINS



