November 23, 2005
The Board of Directors
Viacom Inc.
1515 Broadway
New York, NY 10036
Ladies and Gentlemen:
As Executive Vice President, General Counsel and Secretary of Viacom Inc. (to be renamed CBS Corporation in connection with the separation, as described in the Registration Statement), a Delaware corporation ("Viacom"), I am delivering this opinion in connection with the preparation and filing by Viacom of a Registration Statement on Form S-4 (File No. 333-128821) with the Securities and Exchange Commission on October 5, 2005 (as amended, the "Registration Statement"), relating to the registration under the Securities Act of 1933, as amended (the "Securities Act") of the issuance of shares of Viacom (to be named CBS Corporation at the time of such issuance) class A common stock, par value $0.001 per share and Viacom (to be named CBS Corporation at the time of such issuance) class B common stock, par value $0.001 per share (the "Shares").
In that connection, I have reviewed originals or copies of the following documents:
(a) The Registration Statement.
(b) The prospectus-information statement that forms a part of the Registration Statement.
(c) The Amended and Restated Certificate of Incorporation of Viacom, effective December 9, 2004, and the Amended and Restated Bylaws of Viacom adopted June 1, 2004 ("Viacom's Certificate of Incorporation and Bylaws").
(d) The Form of Amended and Restated Certificate of Incorporation of Viacom (to be renamed CBS Corporation) and the Form of Amended and Restated Bylaws of Viacom (to be renamed CBS Corporation), which are to be effective as of the separation.
(e) Originals or copies of such other corporate records of Viacom, certificates of public officials and of officers of Viacom and agreements and other documents as I have deemed necessary as a basis for the opinions expressed below.
In my review, I have assumed:
(a) The genuineness of all signatures.
(b) The authenticity of the originals of the documents submitted to me.
(c) The conformity of the originals of any documents submitted to me as copies.
(d) As to matters of fact, the truthfulness of the representations made in certificates of public officials and officers of Viacom.
I have not independently established the validity of the foregoing assumptions.
Based on the foregoing and upon such other investigations as I have deemed necessary and subject to the qualifications set forth below, I am of the opinion that: when (i) the terms of the issuance of the Shares have been duly approved by Viacom in conformity with Viacom's Certificate of Incorporation and Bylaws and (ii) the Shares are issued and delivered by Viacom (to be renamed CBS Corporation) as provided in the Registration Statement, the Shares will be validly issued, fully paid and non-assessable.
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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.
This opinion letter is rendered to you in connection with the transactions contemplated in the Registration Statement. This opinion letter may not be relied upon by you for any other purpose without my prior written consent.
This opinion letter speaks only as of the date hereof. I expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinions expressed herein.
I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the use of my name under the caption "LEGAL MATTERS" contained in the Registration Statement. In giving this consent, I do not thereby concede that I come within the category of persons whose consent is required by the Securities Act or the general rules and regulations promulgated thereunder.
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Very truly yours, | ||
/s/ Michael D. Fricklas Michael D. Fricklas |
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