Exhibit 5.1

                       Letterhead of PanAmSat Corporation

                                                              September 18, 1996

         I have acted as counsel for PanAmSat  Corporation  (the  "Company")  in
connection  with the  registration  by the Company under the  Securities  Act of
1933,  as amended (the "Act") of 5,000,000  additional  shares of the  Company's
Common  Stock,  par value  $0.01 per share (the  "Common  Stock"),  issuable  or
transferable upon exercise of stock options or alternate  appreciation rights or
pursuant to awards of restricted stock,  performance units or performance shares
under the Company's Long-Term Stock Investment Plan (the "Plan").

         As counsel for the  Company,  I am  familiar  with the  Certificate  of
Incorporation  of the  Company,  the By-Laws of the  Company  and the  Company's
corporate  proceedings  in respect of the  authorization  for issuance of Common
Stock in connection with the Plan.

         Based upon the  foregoing  and having  regard for legal  considerations
which I deem are  relevant,  I am of the  opinion  that  when  the  Registration
Statement  on Form S-8 with  respect to the shares of Common  Stock  issuable or
transferable upon exercise of stock options or alternate  appreciation rights or
pursuant to awards of restricted stock,  performance units or performance shares
under the Plan has become effective under the Act, any and all of such shares of
Common Stock,  when issued or transferred  in accordance  with the provisions of
the Plan, will be legally and validly issued, fully paid and nonassessable.

                                                     Very truly yours,

                                                     s/James W. Cuminale
                                                     James W. Cuminale