EXHIBIT 5.1


                    [Fricklas Letterhead]


                                        December 21, 2001


Viacom Inc.
1515 Broadway
New York, NY 10036

Dear Sirs:

          I am the Executive Vice President, General Counsel
and Secretary of Viacom Inc. ("Viacom").  I am delivering
this opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") of Viacom filed
with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), with respect
to the registration of deferred compensation obligations
(the "Obligations") of Viacom to be offered and sold under
The Viacom Excess 401(k) Plan (the "Plan").

          In connection with the foregoing, I or members of
my legal staff (my "Staff") have examined the Registration
Statement, the Plan, and the originals, or copies certified
to my or my Staff's satisfaction, of such records,
documents, certificates and other instruments as I or my
Staff have deemed necessary or appropriate to enable me to
render the opinion expressed below.  As to questions of fact
material to the opinion expressed below, I or my Staff have,
when relevant facts were not independently established by me
or them, relied upon certificates of officers of Viacom or
other evidence satisfactory to me or my Staff.  In all such
examinations, I or my Staff have assumed the genuineness of
all signatures on original and certified documents, the
authenticity of all documents submitted to me or my Staff as
original documents and the conformity to original or
certified documents submitted to me or my Staff as copies.

          I am a member of the bar of the State of New York
and the opinion expressed herein is limited to matters
controlled by the laws of the State of New York and the
General Corporation Law of the State of Delaware.

          Based upon the foregoing, it is my opinion that
the Obligations, when established pursuant to the terms of
the Plan, will be valid and binding obligations of Viacom,
enforceable against Viacom in accordance with their terms
and the terms of the Plan, except as enforceability (i) may
be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting creditors' rights generally,
and (ii) is subject to general principles of equity
(regardless of whether such enforceability is considered in
a proceeding in equity or at law).

          I hereby consent to the filing of this opinion as
an exhibit to the Registration Statement.


                                   Very truly yours,


                                   /s/ Michael D. Fricklas