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                                                                     EXHIBIT 5.1

                  [Letterhead of Entercom Communications Corp.]

April _, 2002

Entercom Communications Corp.
401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004

Re: Entercom Communications Corp.- Registration Statement on Form S-8

Ladies and Gentlemen:

I am the Executive Vice President, Secretary and General Counsel of Entercom
Communications Corp., a Pennsylvania corporation (the "Company"), and, in
connection with the registration of 2,500,000 shares of Class A Common Stock,
par value $.01 per share (the "Shares"), under the Securities Act of 1933, as
amended, by the Company on Form S-8 (the "Registration Statement") filed with
the Securities and Exchange Commission on April 5, 2002, to be issued in
connection with the Company's 1998 Equity Compensation Plan, as amended (the
"Plan"), you have requested my opinion with respect to the matters set forth
below. In my capacity as your counsel in connection with such registration, I am
familiar with the proceedings taken and proposed to be taken by the Company in
connection with the authorization, issuance and sale of the Shares and for the
purposes of this opinion, have assumed such proceedings will be timely completed
in the manner presently proposed. In addition, I have made such legal and
factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to my satisfaction of such corporate
records and instruments, as I have deemed necessary or appropriate for purposes
of this opinion. In my examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, and
the conformity to authentic original documents of all documents submitted to me
as copies.

I am opining herein as to the effect on the subject transaction only of the
internal laws of the Commonwealth of Pennsylvania, and I express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction or as to any matters of municipal law or the laws of any
agencies within the state.

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

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







Very truly yours,

/s/ John C. Donlevie
-------------------------------
John C. Donlevie, Esq.
Executive Vice President, Secretary
and General Counsel of Entercom
Communications Corp.

