EXHIBIT 8.1

                     FORM OF OPINION REGARDING TAX MATTERS

                                                          , 2000

Precision Response Corporation
1505 NW 167th Street
Miami, Florida 33169

Ladies and Gentlemen:


    We have acted as counsel to Precision Response Corporation, a Florida
Corporation ("PRC"), in connection with (i) the Merger, as defined and described
in the Agreement and Plan of Merger, dated as of January 12, 2000 (the "Merger
Agreement"), by and among PRC, USA Networks, Inc., a Delaware corporation
("USAi"), and P Acquisition Corp., a Florida corporation and newly-formed,
wholly-owned subsidiary of USAi, and (ii) the preparation and filing of the
Registration Statement on Form S-4 (the "Registration Statement"), which
includes the Proxy Statement/Prospectus (the "Proxy Statement/Prospectus"),
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of
1934, as amended. Unless otherwise indicated, each capitalized term used herein
has the meaning ascribed to it in the Merger Agreement.


    In connection with this opinion, we have examined the Merger Agreement, the
Proxy Statement/ Prospectus and such other documents and corporate records as we
have deemed necessary or appropriate in order to enable us to render the opinion
below. For purposes of this opinion, we have assumed (i) the validity and
accuracy of the documents and corporate records that we have examined, and the
facts and representations concerning the Merger that have come to our attention
during our engagement and (ii) that the Merger will be consummated in the manner
described in the Merger Agreement and the Proxy Statement/Prospectus.

    Subject to the assumptions set forth herein, and the assumptions and
qualifications set forth in the Proxy Statement/Prospectus, in our opinion the
Merger will be treated for United States federal income tax purposes as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code"), and PRC, USAi and P Acquisition Corp. will
each be a party to the reorganization within the meaning of Section 368(b) of
the Code. We also confirm that the material federal income tax consequences of
the Merger to PRC shareholders set forth in the Proxy Statement/ Prospectus,
under the heading "The Merger--Material Unites States Federal Income Tax
Consequences of the Merger--Federal Income Tax Consequences to PRC
Shareholders," represent our opinion, subject to the limitations set forth
therein.

    In rendering our opinion, we have relied upon statements and representations
made to us by PRC and USAi, including in their respective letters dated the date
hereof, and we have assumed that such statements and representations are true
without regard to any qualification as to knowledge and belief. Our opinion does
not address U.S. federal income tax consequences which may vary with, or are
contingent upon, a shareholder's individual circumstances. In addition, our
opinion does not address any non-income tax or any foreign, state or local tax
consequences of the Merger.


    This opinion is delivered in accordance with the requirements of
Item 601(b)(8) of Regulation S-K under the Securities Act. In rendering our
opinion, we have considered the applicable provisions of the



Code, Treasury Department regulations promulgated thereunder, pertinent judicial
authorities, interpretive rulings of the IRS and such other authorities as we
have considered relevant. It should be noted that statutes, regulations,
judicial decisions and administrative interpretations are subject to change at
any time (possibly with retroactive effect). A change in the authorities or the
accuracy or completeness of any of the information, documents, corporate
records, covenants, statements, representations or assumptions on which our
opinion is based could affect our conclusions. This opinion is expressed as of
the date hereof, and we are under no obligation to supplement or revise our
opinion to reflect any changes (including changes that have retroactive effect)
in (i) applicable law or (ii) any information, document, corporate record,
covenant, statement, representation or assumption stated herein which becomes
untrue or incorrect.


    This letter is furnished to you solely for use in connection with the
Merger, as described in the Merger Agreement and the Proxy Statement/Prospectus,
and is not to be used, circulated, quoted or otherwise referred to for any other
purpose without our express written permission. In accordance with the
requirements of Item 601(b)(23) of Regulation S-K under the Securities Act, we
hereby consent to the discussion of this opinion in the Proxy
Statement/Prospectus, to the filing of this opinion as an exhibit to the Proxy
Statement/Prospectus and to the reference to our firm under the headings "The
Merger--Material United States Federal Income Tax Consequences of the Merger,"
"The Merger Agreement--Conditions To The Completion Of The Merger" and "Legal
Matters" in the Proxy Statement/Prospectus. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.

                                      Very truly yours,

                                      SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP