EXHIBIT 5.1
December 26, 2000
Board of Directors
Viacom Inc.
1515 Broadway
New York, NY 10036
Viacom Inc.
Ladies and Gentlemen:
We have acted as counsel for Viacom Inc. (the "Company") in
connection with the preparation of a registration statement on Form S-3 (the
"Registration Statement") being filed with the Securities and Exchange
Commission (the "Commission") relating to the offering from time to time,
pursuant to Rule 415 of the General Rules and Regulations of the Commission
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
of the following securities of the Company with an aggregate offering price of
up to $5,000,000,000 or the equivalent thereof in one or more foreign
currencies: (i) senior debt securities (the "Senior Debt") and senior
subordinated debt securities (the "Senior Subordinated Debt", and together with
the Senior Debt, the "Debt Securities"); (ii) preferred stock (the "Preferred
Stock"); (iii) warrants to purchase Debt Securities or Preferred Stock (the
"Warrants"); and (iv) common stock (the "Common Stock") which may be issued upon
conversion of the Debt Securities or Preferred Stock. The Debt Securities, the
Warrants, the Preferred Stock and the Common Stock are collectively referred to
as the "Securities".
The Senior Debt will be issued in one or more series pursuant
to a senior indenture (the "Senior Indenture") to be entered into between the
Company and The Bank of New York, as trustee (the "Senior Trustee"). The Senior
Subordinated Debt will be issued in one or more series pursuant to a senior
subordinated indenture (the "Senior Subordinated Indenture") to be entered into
between the Company and The Bank of New York, as trustee (the "Senior
Subordinated Trustee"). The Warrants will be issued under one or more debt
warrant agreements (each, a "Warrant Agreement"), each to be entered into
between the Company and a financial institution identified therein as the
warrant agent (each, a "Warrant Agent").
In our capacity as counsel to the Company we have examined (i)
the Registration Statement, (ii) the form of Senior Indenture filed as an
exhibit to the Registration Statement, (iii) the form of Senior Subordinated
Indenture filed as an exhibit to the Registration Statement, (iv) the form of
Warrant Agreement filed as an exhibit to the Registration Statement and (v) the
originals, or copies identified to our satisfaction, of such corporate records
of Viacom, certificates of public officials, officers of Viacom, and other
persons, and such other documents,
<PAGE>
agreements and instruments as we have deemed necessary as a basis for the
opinions hereinafter expressed.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to any facts
material to the opinions expressed herein which were not independently
established or verified, we have relied upon oral or written statements and
representations of officers and other representatives of Viacom and others.
Our opinions set forth below are limited to the laws of the
State of New York, the General Corporation Law of the State of Delaware and the
federal laws of the United States and we do not express any opinion herein
concerning any other laws.
Based on the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that:
1. The Senior Indenture has been duly authorized and, when
duly executed and delivered by the Company and duly authorized, executed and
delivered by the Senior Trustee, the Senior Indenture will constitute a valid
and legally binding obligation of the Company enforceable against the Company in
accordance with its terms.
2. The Senior Debt has been duly authorized and, when (i) the
final terms thereof have been duly established and approved and (ii) the Senior
Debt has been duly executed by the Company and authenticated by the Senior
Trustee in accordance with the Senior Indenture and delivered to and paid for by
the purchasers thereof, the Senior Debt will constitute valid and legally
binding obligations of the Company enforceable against the Company in accordance
with the terms thereof and will be entitled to the benefits of the Senior
Indenture.
3. The Senior Subordinated Indenture has been duly authorized
and, when duly executed and delivered by the Company and duly authorized,
executed and delivered by the Senior Subordinated Trustee, the Senior
Subordinated Indenture will constitute a valid and legally binding obligation of
the Company enforceable against the Company in accordance with its terms.
4. The Senior Subordinated Debt has been duly authorized and,
when (i) the final terms thereof have been duly established and approved and
(ii) the Senior Subordinated Debt has been duly executed by the Company and
authenticated by the Senior Subordinated Trustee in accordance with the Senior
Subordinated Indenture and delivered to and paid for by the purchasers thereof,
the Senior Subordinated Debt will constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance with
the terms thereof and will be entitled to the benefits of the Senior
Subordinated Indenture.
5. The Warrant Agreements have been duly authorized and, when
duly executed and delivered by the Company and duly authorized, executed and
delivered by the applicable
2
<PAGE>
Warrant Agent, the Warrant Agreements will constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance with
their respective terms.
6. The Warrants have been duly authorized and, when (i) the
final terms thereof have been duly established and approved and (ii)
certificates representing the Warrants have been duly executed by the Company
and countersigned by the applicable Warrant Agent in accordance with the
applicable Warrant Agreement and delivered to and paid for by the purchasers
thereof, the Warrants will constitute valid and legally binding obligations of
the Company enforceable against the Company in accordance with the terms thereof
and will be entitled to the benefits of the applicable Warrant Agreement.
7. The Preferred Stock has been duly authorized and, (i) when
the final terms thereof have been duly established and approved (ii)
certificates representing the Preferred Stock have been duly executed by the
Company and delivered to and paid for by the purchasers thereof and (iii) all
corporate action necessary for issuance of the Preferred Stock has been taken,
including the adoption of a Certificate of Designations relating thereto, the
Preferred Stock will be validly issued, fully paid and non-assessable.
8. The Common Stock has been duly authorized and, when (i) the
final terms thereof have been duly established and approved and (ii)
certificates representing the Common Stock have been duly executed by the
Company and delivered to and paid for by the purchasers thereof, the Common
Stock will be validly issued, fully paid and non-assessable.
The opinions set forth in paragraphs 1. through 6. above are
subject, as to enforcement, to (i) bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or other similar laws relating to or affecting the enforcement of
creditors' rights generally, (ii) general equitable principles (regardless of
whether enforcement is considered in a proceeding in equity or at law) and (iii)
provisions of law that require that a judgment for money damages rendered by a
court in the United States be expressed only in United States dollars.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus.
Very truly yours,
SHEARMAN & STERLING
3
