July 2, 1999

CD Radio Inc.
1221 Avenue of the Americas
New York, NY 10020

Ladies and Gentlemen:

         In connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by CD Radio Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission") on
July 2, 1999, as provided by the Securities Act of 1933, as amended (the "Act"),
and the rules and regulations under the Act, we consent to the use of our name
in the Registration Statement and in the prospectus in the Registration
Statement as it appears in the caption "Legal Matters" and to the use of this
consent as an exhibit to the Registration Statement. In giving this consent, we
do not admit that we are "Experts" or that we come within the category of
persons whose consent is required by the Act or by the rules and regulations
under the Act.

         Our consent to having passed upon certain regulatory issues arising
under the Communications Act is limited to matters arising under or involving
federal communications laws, communications treaties and federal communications
regulations relevant to the proposed satellite radio operations of the Company
in the United States as described in the prospectus, including the
Communications Act of 1934, as amended, and the rules, regulations and written
policies promulgated thereunder by the Federal Communications Commission, the
International Telecommunication Union Constitution and Convention dated 1992,
and the International Radio Regulations promulgated thereunder dated 1992
(collectively, "Communications Laws"). We have not passed upon and do not
consent to be listed as having passed upon matters arising under or involving
any laws other than the Communications Laws, any jurisdiction other than the
United States, or any state of the United States.

         This consent is being furnished to you subject to the qualifications
and limitations expressed herein, and has been prepared solely for the use and
benefit of the Company in connection with the Registration Statement. The
consent expressed herein is as of the date hereof.

                                                       Very truly yours,


                                                       Wiley, Rein & Fielding