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 3,014,850 shares of common
stock, par value $.01 per share (the "Common Stock"), of the Company pursuant to
the Ticketmaster Stock Plan (the "Plan") of Ticketmaster Group, Inc.
("Ticketmaster").

            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