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                                                                     EXHIBIT 5.2
 
                [Letterhead of Morris, Nichols, Arsht & Tunnell]
 
                                  May 4, 1998
 
The CCCI Trusts
(as defined below)
c/o Clear Channel Communications, Inc.
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
 
     Re: The CCCI Trusts (as defined below)
 
Ladies and Gentlemen:
 
     We have acted as special Delaware counsel to CCCI Capital Trust I, CCCI
Capital Trust II and CCCI Capital Trust III, each a Delaware statutory business
trust (collectively referred to herein as the "CCCI Trusts" and each,
individually, as a "CCCI Trust"), in connection with certain matters relating to
the creation of the CCCI Trusts and the proposed issuance of Preferred
Securities therein to beneficial owners pursuant to and as described in
Registration Statement (and the Prospectus forming a part thereof) on Form S-3
filed with the Securities and Exchange Commission (the "Commission") by the CCCI
Trusts and Clear Channel Communications, Inc. (the "Company") on or about the
date hereof (the "Registration Statement"). Capitalized terms used herein and
not otherwise herein defined are used with respect to each CCCI Trust as defined
in the form of Amended and Restated Declaration of Trust of such CCCI Trust that
was filed as an exhibit to the Company's Registration Statement on Form S-3
(Reg. No. 333-33371) and incorporated by reference in the Registration
Statement.
 
     In rendering this opinion, we have examined and relied upon copies of the
following documents in the forms provided to us: the Certificate of Trust of
each CCCI Trust as filed in the Office of the Secretary of State of the State of
Delaware (the "State Office") on July 30, 1997 (the Certificate of Trust of each
CCCI Trust is referred to herein as a "Certificate"); the Declaration of Trust
of each CCCI Trust dated as of July 30, 1997 (the Declaration of Trust of each
CCCI Trust is referred to herein as an "Original Governing Instrument"); a draft
form of Amended and Restated Declaration of Trust of each CCCI Trust dated
August 8, 1997 (the draft form of Amended and Restated Declaration for each CCCI
Trust is referred to herein as a "Governing Instrument"); the form of Junior
Subordinated Indenture to be entered into between the Company and the Bank of
New York, as Trustee; the form of Guarantee Agreement to be made by the Company
with respect to each CCCI Trust; the form of Underwriting Agreement relating to
the Preferred Securities to be entered into between the Company, on its own
behalf and on behalf of each CCCI Trust, and the Underwriters (as defined
therein) (the "Underwriting Agreement"); the Registration Statement; and a
certification of good standing of each CCCI Trust obtained as of a recent date
from the State Office. In such examinations, we have assumed the genuineness of
all signatures, the conformity to original documents of all documents submitted
to us as drafts or copies or forms of documents to be executed and the legal
capacity of natural persons to complete the execution of documents. We have
further assumed for purposes of this opinion: (i) the due formation or
organization, valid existence and good standing of each entity (other than the
CCCI Trusts) that is a party to any of the documents reviewed by us under the
laws of the jurisdiction of its respective formation or organization; (ii) the
due authorization, execution and delivery by, or on behalf of, each of the
parties thereto of the above-referenced documents with respect to each CCCI
Trust; (iii) that the Company, the Bank of New York, the Bank of New York
(Delaware) and the appropriate Regular Trustees will duly authorize, execute and
deliver the applicable Governing Instrument, Underwriting Agreement and all
other documents contemplated thereby or by the Registration Statement to be
executed in connection with the issuance by each CCCI Trust of Preferred
Securities, in each case prior to the first issuance of Preferred Securities;
(iv) that the Preferred Securities of each CCCI Trust will be offered and sold
pursuant to the Registration Statement and a prospectus supplement that will be
consistent with, and accurately describe, the
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terms of the applicable Governing Instrument and the applicable Guarantee
Agreement relating to each such CCCI Trust and all other relevant documents; (v)
that no event has occurred subsequent to the filing of any Certificate that
would cause a dissolution or liquidation of any CCCI Trust under the applicable
Original Governing Instrument or the applicable Governing Instrument; (vi) that
the activities of each CCCI Trust have been and will be conducted in accordance
with its Original Governing Instrument or its Governing Instrument, as
applicable, and the Delaware Business Trust Act, 12 Del. C. sec.sec. 3801 et
seq. (the "Delaware Act"); (vii) that each Holder of Preferred Securities of a
CCCI Trust has, or prior to the first issuance of Preferred Securities of such
CCCI Trust will have, made payment of the required consideration therefor and
received a Preferred Securities Certificate of such CCCI Trust in consideration
thereof in accordance with the terms and conditions of the applicable Governing
Instrument, the Registration Statement, the applicable prospectus supplement and
Underwriting Agreement and that the Preferred Securities of each CCCI Trust are
otherwise issued and sold in accordance with the terms, conditions, requirements
and procedures set forth in the applicable Governing Instrument, the
Registration Statement, the applicable prospectus supplement and Underwriting
Agreement; and (viii) that the documents examined by us are in full force and
effect, express the entire understanding of the parties thereto with respect to
the subject matter thereof and have not been amended, supplemented or otherwise
modified, except as herein referenced. No opinion is expressed with respect to
the requirements of, or compliance with, federal or state securities or blue sky
laws. We have not participated in the preparation of the Registration Statement
or any other offering material relating to the Preferred Securities, and we
assume no responsibility for their contents. As to any fact material to our
opinion, other than those assumed, we have relied without independent
investigation on the above-referenced documents and certificates and on the
accuracy, as of the date hereof, of the matters therein contained.
 
     Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
 
          1. Each CCCI Trust is a duly created and validly existing statutory
     business trust in good standing under the laws of the State of Delaware.
 
          2. The Preferred Securities of each CCCI Trust, upon issuance, will
     constitute validly issued and, subject to the qualifications set forth in
     paragraph 3 below, fully paid and non-assessable beneficial interests in
     the assets of such CCCI Trust.
 
          3. Under the Delaware Act and the terms of the applicable Governing
     Instrument, each Preferred Security Holder of a CCCI Trust, in such
     capacity, will be entitled to the same limitation of personal liability as
     that extended to stockholders of private corporations for profit organized
     under the General Corporation Law of the State of Delaware; provided,
     however, we express no opinion with respect to the liability of any
     Preferred Security Holder of a CCCI Trust who is, was or may become a named
     Trustee of such CCCI Trust. We note that pursuant to Section 11.04 of each
     Governing Instrument, each CCCI Trust may withhold amounts otherwise
     distributable to a Holder of such CCCI Trust and pay over such amounts to
     the applicable jurisdictions in accordance with federal, state and local
     law and any amount withheld will be deemed to have been distributed to such
     Holder and that, pursuant to each Governing Instrument, Preferred Security
     Holders of a CCCI Trust may be obligated to make payments or provide
     indemnity or security under the circumstances set forth therein.
 
     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "LEGAL
OPINIONS" in the Prospectus forming a part thereof. In giving this consent, we
do not thereby admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Commission thereunder. This opinion speaks only as
of the date hereof and is based on our understandings and assumptions as to
present facts, and on our review of the above-referenced documents and the
application of Delaware law as the same exist as of the date hereof, and we
undertake no obligation to update or supplement this opinion after the date
hereof for the benefit of any person or entity with respect to any facts or
circumstances that may hereafter come to our attention or any changes in facts
or law that may hereafter occur or take effect. This opinion is intended solely
for the benefit of the addressees hereof in connection with the matters
contemplated
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hereby and may not be relied on by any other person or entity or for any other
purpose without our prior written consent.
 
                                            Very truly yours,
 
                                            MORRIS, NICHOLS, ARSHT & TUNNELL
 

                                            /s/ MORRIS, NICHOLS, ARSHT & TUNNELL
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