EXHIBIT 8.1

                     [Letterhead of Weil, Gotshal & Manges LLP]

                                November 5, 1999

CBS Corporation
51 West 52nd Street
New York, NY 10019

Ladies & Gentlemen:

    You have requested our opinion regarding certain federal income tax
consequences of the merger (the "Merger") of King World Productions, Inc., a
Delaware corporation (the "Company"), with and into K Acquisition Corp. ("Sub"),
a Delaware corporation and a direct wholly-owned subsidiary of CBS Corporation,
a Pennsylvania corporation ("Parent").

    In formulating our opinion, we examined such documents as we deemed
appropriate, including the Agreement and Plan of Merger dated as of March 31,
1999, as amended (the "Merger Agreement"), among Parent, Sub and the Company,
the Proxy Statement (the "Proxy Statement") filed by the Company with the
Securities and Exchange Commission (the "SEC") and the Registration Statement on
Form S-4, as filed by Parent with the SEC on August 9, 1999, in which the Proxy
Statement is included as a prospectus (with all amendments thereto, the
"Registration Statement"). In addition, we have obtained such additional
information as we deemed relevant and necessary through consultation with
various officers and representatives of Parent and the Company.

    Our opinion set forth below assumes (1) the accuracy of the statements and
facts concerning the Merger set forth in the Merger Agreement, the Proxy
Statement and the Registration Statement, (2) the consummation of the Merger in
the manner contemplated by, and in accordance with the terms set forth in, the
Merger Agreement, the Proxy Statement and the Registration Statement, (3) the
accuracy of the representations made by Parent and Sub which are set forth in
the certificate delivered to us by Parent, dated the date hereof, and the
representations made by the Company which are set forth in the certificate
delivered to us by the Company, dated the date hereof, and (4) that any
representations made in such certificates "to the best knowledge of" or like
import are accurate without such qualification.

    Based upon the facts and statements set forth above, our examination and
review of the documents referred to above and subject to the assumptions set
forth above, we are of the opinion that for federal income tax purposes the
Merger will constitute a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended (the "Code").

    Our opinion is based on current provisions of the Code, the Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service and case law, any of which may be changed at any time with
retroactive effect. Any change in applicable laws or facts and circumstances
surrounding the Merger, or any inaccuracy in the statements, facts, assumptions
and representations on which we have relied, may affect the continuing validity
of the opinions set forth herein. We assume no responsibility to inform you of
any such change or inaccuracy that may occur or come to our attention.

    We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                          Very truly yours,

                                          WEIL, GOTSHAL & MANGES LLP