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EXHIBIT 8.2
[Weil, Gotshal & Manges LLP Letterhead]
December 7, 2000
Viacom Inc.
1515 Broadway
New York, New York 10036
Ladies and Gentlemen:
We have acted as tax counsel to Viacom Inc., a Delaware corporation
("Parent"), in connection with the proposed merger (the "Merger") of Infinity
Broadcasting Corporation, a Delaware corporation (the "Company"), with and into
IBC Merger Corp., a Delaware corporation and a direct wholly owned subsidiary
of Parent ("Merger Sub").
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents as we deemed appropriate,
including the Agreement and Plan of Merger dated as of October 30, 2000, among
Parent, Merger Sub and the Company (the "Merger Agreement"), the Information
Statement/Prospectus (the "Information Statement") filed by the Company with
the Securities and Exchange Commission (the "SEC") and the Registration
Statement on Form S-4, as filed by Parent with the SEC on November 22, 2000, in
which the Information Statement is included as a prospectus (with all
amendments thereto, the "Registration Statement"). In addition, we have
obtained such additional information as we deemed relevant and necessary
through consultation with various officers and representatives of Parent and
the Company. Any capitalized terms used but not defined herein have the meaning
given to such terms in the Merger Agreement.
Based upon the foregoing, and subject to the next succeeding paragraph, the
discussion included in the Information Statement under the caption "The
Merger--Federal Income Tax Consequences", insofar as it constitutes statements
of federal income tax law or legal conclusions and, except to the extent
qualified therein, is accurate in all material respects.
Our opinion is based on current provisions of the Internal Revenue Code of
1986, as amended, the Treasury Regulations promulgated thereunder, published
pronouncements of the Internal Revenue Service and case law, any of which may
be changed at any time with retroactive effect. Any change in applicable laws
or facts and circumstances surrounding the Merger, or any inaccuracy in the
statements, facts, assumptions and representations on which we have relied, may
affect the continuing validity of the opinion set forth herein. We assume no
responsibility to inform you of any such change or inaccuracy that may occur or
come to our attention.
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 and to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
