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                                                                       EXHIBIT 5

                        EDWARDS ANGELL PALMER & DODGE LLP
             111 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02199-7613

TELEPHONE: (617) 239-0100                              FACSIMILE: (617) 227-4420




                                December 12, 2005




Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808

Ladies and Gentlemen:

         We are rendering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by Lamar Advertising
Company (the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to 88,732 shares (the "Shares") of the Company's
Class A Common Stock, $0.001 par value, offered pursuant to the provisions of
the Company's 2000 Employee Stock Purchase Plan (the "Plan").

         We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization, issuance and sale of the Shares.
We have examined all such documents as we consider necessary to enable us to
render this opinion.

         Based upon the foregoing, we are of the opinion that, when issued in
accordance with the terms of the Plan and the options or other rights granted
thereunder, the Shares will be duly authorized, validly issued, fully paid and
nonassessable.

         We hereby consent to the filing of this opinion as a part of the
Registration Statement.

                                           Very truly yours,

                                           /s/ EDWARDS ANGELL PALMER & DODGE LLP

                                           EDWARDS ANGELL PALMER & DODGE LLP

                                                                    EXHIBIT 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors
Lamar Advertising Company:

We consent to the use of our reports dated March 8, 2005, with respect to the
consolidated balance sheets of Lamar Advertising Company and subsidiaries and
Lamar Media Corp and subsidiaries as of December 31, 2004 and 2003, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 2004,
and all related financial statement schedules, management's assessments of the
effectiveness of internal control over financial reporting as of December 31,
2004, and the effectiveness of internal control over financial reporting as of
December 31, 2004, incorporated herein by reference. Our reports with respect to
the consolidated financial statements refer to the adoption of Statement of
Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations", on January 1, 2003.


                                                  /s/ KPMG LLP

New Orleans, Louisiana
December 12, 2005