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EXHIBIT 5.1
[VIACOM LETTERHEAD]
Viacom Inc.
1515 Broadway
New York, New York 10036
November 22, 2000
Ladies and Gentlemen:
This letter sets forth my opinion regarding the legality of the securities
being registered by Viacom Inc., a Delaware corporation (the "Company"), in
connection with the preparation by the Company of an Information
Statement/Registration Statement on Form S-4, filed with the Securities and
Exchange Commission on November 22, 2000 (the "Information
Statement/Registration Statement"), and the prospectus contained in the
Information Statement/Registration Statement (the "Prospectus"), covering the
registration under the Securities Act of 1933, as amended (the "Act"), of
243,904,000 shares of Class B common stock, par value $.01 per share, to be
issued by the Company (the "Shares") pursuant to the Agreement and Plan of
Merger among Viacom Inc., IBC Merger Corp. and Infinity Broadcasting
Corporation, dated as of October 30, 2000 (the "Merger Agreement"). The Shares
are described in the Information Statement/Registration Statement, to which
this opinion is an exhibit.
In connection with the foregoing, I have examined the originals, or copies
certified or otherwise identified to my satisfaction, of such records,
documents, certificates and other instruments as in my judgment are necessary
or appropriate to enable me to render the opinion expressed below. In my
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the conformity with the
originals of all documents submitted to me as copies. I have also assumed that
the Merger Agreement is in the form attached to the Information
Statement/Registration Statement as Annex A thereto.
Based upon the foregoing, I am of the opinion that the Shares to which the
Prospectus relates have been duly authorized and, when issued as contemplated
by the Merger Agreement, will be validly issued, fully paid and non-assessable.
My opinion expressed above is limited to the General Corporation Law of the
state of Delaware, and I do not express any opinion herein concerning any other
law.
I hereby consent to the use of this opinion as Exhibit 5.1 to the
Information Statement/Registration Statement and to the use of my name under
the caption "LEGAL MATTERS" contained in the Prospectus. In giving this
consent, I do not thereby concede that I come within the category of persons
whose consent is required by the Act or the general rules and regulations
promulgated thereunder.
Very truly yours,
/s/ Michael D. Fricklas
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Michael D. Fricklas
Executive Vice President,General
Counsel and Secretary
