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EXHIBIT 5
OPINION OF SHEARMAN & STERLING
(212) 848-7325
July 25, 2000
Viacom Inc.
1515 Broadway
New York, New York 10036
Viacom International Inc.
1515 Broadway
New York, New York 10036
Ladies and Gentlemen:
We are acting as counsel for Viacom Inc., a Delaware corporation ("Viacom"),
and Viacom International Inc., a Delaware corporation ("Viacom International"),
in connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
of a registration statement on Form S-3 pursuant to Rule 462(b) (as the same may
be amended or supplemented from time to time, the "Registration Statement"),
including the Prospectus included therein at the time the Registration Statement
is declared effective (the "Prospectus"), with respect to the following
securities (collectively, the "Securities"): (i) $200,000,000 of debt securities
of Viacom ("Debt Securities") and (ii) guarantees by Viacom International of the
Debt Securities (the "Guarantees"). The aggregate gross proceeds from the offer,
sale and distribution of the Securities under the Registration Statement will
not exceed $200,000,000.
In so acting, we have examined the Registration Statement, the indenture
dated as of May 15, 1995 among the Company, the Guarantor and Citibank, N.A., as
successor to State Street Bank and Trust Company and The First National Bank of
Boston, as trustee, as supplemented by the First Supplemental Indenture thereto
dated as of May 24, 1995, the Second Supplemental Indenture and Amendment
No. 1, dated as of December 15, 1995, the Third Supplemental Indenture, dated as
of July 22, 1996 and the Fourth Supplemental Indenture to be dated as of
August 1, 2000 (as so supplemented and amended, the "Indenture") and Viacom's
Restated Certificate of Incorporation, as amended. We have also examined and
relied as to factual matters upon the representations, warranties and other
statements contained in originals, or copies certified or otherwise identified
to our satisfaction, of such records, documents, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to us as originals and the conformity with originals
of all documents submitted to us as copies.
Our opinions expressed below are limited to the law of the State of New
York, the General Corporation Law of Delaware and the federal law of the United
States, and we do not express any opinion herein concerning any other law.
Based upon the foregoing, and having regard for such legal considerations as
we have deemed relevant, we are of the opinion that when (a) the Indenture has
been duly authorized, executed and delivered by the parties thereto, (b) the
Debt Securities and the Guarantees have been duly authorized, executed and
issued in accordance with the provisions of the Indenture (including the
provisions of the Indenture regarding establishment of the form of the Debt
Securities and Guarantees), (c) the Debt Securities have been authenticated by
the trustee under the Indenture and (d) the Debt Securities with Guarantees have
been delivered for due consideration in the manner and on the terms described in
the
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Prospectus, as supplemented by the prospectus supplement relating to the
Securities, the Debt Securities and the Guarantees will have been validly issued
and will constitute the valid and binding obligations of Viacom and Viacom
International, respectively, enforceable against Viacom and Viacom International
in accordance with their respective terms, entitled to the benefits of the
Indenture, subject to (i) the effect of any applicable bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting creditors' rights generally
and (ii) the effect of general principles of equity (regardless of whether
considered in a proceeding in equity or at law).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" contained in the prospectus included therein.
Very truly yours,
/s/ SHEARMAN & STERLING
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