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EXHIBIT 8.1
[Skadden, Arps, Slate, Meagher & Flom LLP Letterhead]
December 6, 2000
Infinity Broadcasting Corporation
40 West 57th Street
New York, New York 10019
Ladies and Gentlemen:
We have acted as special counsel to Infinity Broadcasting Corporation
("Company") in connection with the proposed merger (the "Merger") of the
Company with and into IBC Merger Corp., a Delaware corporation ("Merger Sub")
and a direct wholly owned subsidiary of Viacom Inc., a Delaware corporation
("Parent"), pursuant to the Agreement and Plan of Merger, dated as of October
30, 2000, among Parent, Merger Sub and Company (the "Merger Agreement"). This
opinion is being furnished in connection with the information
statement/prospectus (the "Information Statement/Prospectus") which is included
in the Registration Statement on Form S-4 of Parent (the "Information
Statement") filed on the date hereof with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and in accordance with the requirements of Item 601(b)(8) of
Regulation S-K under the Securities Act.
In rendering our opinion set forth below, we have reviewed the Information
Statement/Prospectus and such other materials as we have deemed necessary or
appropriate as a basis for our opinion. In addition, we have considered the
applicable provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Regulations promulgated thereunder (the "Regulations"),
pertinent judicial authorities, rulings of the Internal Revenue Service (the
"IRS") and such other authorities as we have considered relevant, in each case,
as in effect on the date hereof. It should be noted that the Code, the
Regulations, judicial decisions, administrative interpretations and such other
authorities are subject to change at any time and, in some circumstances, with
retroactive effect. Additionally, our opinion is not binding on the IRS or a
court and, accordingly, the IRS may assert a position contrary to our opinion
and a court may agree with the IRS's position. A material change in any of the
authorities upon which our opinion is based, or any variation or difference in
any fact from those set forth or assumed herein or in the Information
Statement/Prospectus, could affect our conclusions stated herein.
Based solely upon and subject to the foregoing , although the discussion in
the Information Statement/Prospectus under the caption "THE MERGER--Federal
Income Tax Consequences" does not purport to discuss all of the anticipated
United States federal income tax consequences of the Merger, it is our opinion
that such discussion constitutes in all material respects a fair and accurate
summary of the anticipated United States federal income tax consequences of the
Merger under existing law.
Except as expressly set forth above, we express no other opinion regarding
the tax consequences of the merger. In accordance with the requirements of Item
601(b)(23) of Regulation S-K under the Securities Act, we hereby consent to the
use of our name under the captions "THE MERGER--Federal Income Tax
Consequences" and "LEGAL MATTERS" in the Information Statement/Prospectus and
to the filing of this opinion as an Exhibit to the Registration Statement. In
giving this consent, we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher &
Flom LLP
