EXHIBIT 5.01

                 [LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]







                                  June 24, 1998

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

                  Re:  Registration Statement on Form S-8 of USA Networks, Inc.
                       --------------------------------------------------------

Members of the Board:

                  We are acting as special counsel to USA Networks, Inc., a
Delaware corporation ("the Company"), in connection with the above-captioned
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Registration Statement") with respect to the up to 1,499,089
shares of common stock, par value $.01 per share (the "Common Stock"), of the
Company pursuant to the Ticketmaster Group, Inc. ("Ticketmaster") Stock Option
Agreement with Fredric D. Rosen (the "Plan").

                  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 the Company, the Plan 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 shares of Common Stock available under the Plan, when issued, delivered
and paid for in accordance with the terms and conditions of the Plan, 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.
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,

                                /s/ WACHTELL, LIPTON, ROSEN & KATZ