Exhibit 5.1
November 19,2015
Mr. Tsutomu Hayafuji
Senior Manager
HR Strategy Group, Group Human Resources
Sony Corporation
7-1, Konan 1-chome
Minato-ku, Tokyo 108-0075
Dear Mr. Hayafuji:
Enclosed is our manually signed consent relating to the use in the Registration Statement on Form S-8 of our reports dated May 25,2015 relating to theconsolidatedfinancial statements, consolidated financial statement schedule and the effectiveness of internal control over financial reporting of Sony Corporation and its consolidated subsidiaries. Also enclosed is our manually signed report.
Our manually signed consent and report serve to authorize the use of our name on our consent and reports in the electronic filing of the Company's Registration Statement on Form S-8 with the SEC.
Please provide us with an exact copy of the Registration Statement on Form S-8 as electronically filed with the SEC.
Very trulyyours,
/s/Koichiro Kimura__________________
Koichiro Kimura, Engagement Partner
PricewaterhouseCoopers Aarata
Enclosures-
As above
PricewaterhouseCoopers Aarata
Sumitomo Fudosan Shiodome Hamarikyu Bldg.,8-21-1 Ginza,Chuo-ku, Tokyo 104-0061,Japan
T: +81 (3)35468450,F: +81 (3) 3546 8451,www.pwc.com/jp/assurance
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Sony Corporation (Sony Kabushiki Kaisha) of our report dated May 25, 2015 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Sony Corporation’s Annual Report on Form 20-F for the year ended March 31, 2015.
/s/ PricewaterhouseCoopers Aarata
Tokyo, Japan
November 19, 2015
Report of Independent Registered Public Accounting Firm
To the Board of Directors and StockholdersofSony Corporation (Sony Kabushiki Kaisha)
In our opinion, the consolidated financial statements listed in the accompanying index present fairly in all material respects, the financial position of Sony Corporation and itssubsidiaries(the"Company")atMarch 31, 2015 and 2014, and the results of their operations and their cash flows for each of the threeyearsin the periodendedMarch 31, 2015, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly,in all material respects,the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all materialrespects, effectiveinternal control over financial reporting as of March 31,2015,basedoncriteria established inInternal Control-Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal controloverfinancial reporting, included in the Management's Annual Report onInternalControl over Financial Reporting appearing underItem15(b). Our responsibility is to express opinions on these financial statements,on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining,on a test basis,evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.Our audit of internal control over financial reporting included obtaining an understanding of internalcontrolover financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on theassessedrisk. Ourauditsalso included performing such other procedures as weconsiderednecessary in the circumstances.We believe that our audits provide a reasonable basis for our opinions.
A company'sinternalcontroloverfinancial reporting is a process designedtoprovide reasonable assurance regarding the reliabilityoffinancial reporting and the preparation of financial statements for external purposesinaccordance with generally acceptedaccountingprinciples.A company's internalcontrolover financial reporting includes those policies and procedures that (i) pertain to the maintenanceofrecords that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) providereasonable assurance that transactions are recordedasnecessary to permit preparation of financial statements in accordance with generally acceptedaccountingprinciples,andthat receipts and expenditures of the company are being made onlyinaccordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assetsthat couldhave a materialeffecton the financial statements. Becauseof itsinherent limitations,internal control over financial reporting may not preventordetect misstatements. Also, projections of any evaluation of effectiveness to future periodsare subjectto therisk thatcontrolsmay become inadequate because ofchangesin conditions,or that the degree of compliancewiththe policies or procedures may deteriorate.
/s/PricewaterhouseCoopers Aarata
Tokyo, Japan
May 25, 2015
