Exhibit 5.1

                 [Letterhead of Wachtell, Lipton, Rosen & Katz]





                                  June 24, 1998



USA Networks, Inc.
152 West 57th Street
New York, NY  10019

                  Re:   Registration Statement (Amendment No. 2)
                        on Form S-4 of USA Networks, Inc.

Members of the Board:

            We are acting as special counsel to USA Networks, Inc., a Delaware
corporation ("USAi"), in connection with the above-captioned Registration
Statement, as amended through Amendment No. 2 thereto, filed by USAi with the
Securities and Exchange Commission (the "Registration Statement") with respect
to the shares of common stock, par value $.01 per share (the "USAi Common
Stock"), proposed to be issued in connection with the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of March 20, 1998, attached as
Appendix A of the Proxy Statement, by and among USAi, Brick Acquisition Corp.,
an Illinois corporation and subsidiary of USAi ("Merger Sub"), and Ticketmaster
Group, Inc., an Illinois corporation ("Ticketmaster"), pursuant to which Merger
Sub will be merged with and into Ticketmaster with Ticketmaster being the
surviving corporation and a subsidiary of USAi (the "Merger").

            In connection with this opinion, we have reviewed the Registration
Statement and the exhibits thereto, and we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, certificates of public officials and of officers of USAi
and Merger Sub, and other instruments, and such matters of law and fact as we
have deemed necessary to render the opinion contained herein.




USA Networks, Inc.
June 24, 1998
Page 2

            Based upon and subject to the foregoing, we are of the opinion that
the USAi Common Stock being registered under the Registration Statement, when
issued pursuant to the Merger following approval of the Merger Agreement, will
be validly issued, fully paid and non-assessable.

            We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement and to the
reference to our firm under the caption "LEGAL MATTERS" in the Proxy
Statement/Prospectus contained therein. In giving such consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.

                                          Very truly yours,

          
                                   Wachtell, Lipton, Rosen & Katz