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                                                                     Exhibit 5

                                                                 April 7, 1999

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

                          Common Stock, $1.00 par value
                                3,000,000 shares

             1991 Long-Term Incentive Plan, as amended (the "Plan")

Ladies and Gentlemen:

         This opinion is being submitted in connection with a Registration
Statement on Form S-8 (the "Registration Statement") being filed with the
Securities and Exchange Commission, under the Securities Act of 1933, as
amended, in respect of 3,000,000 shares of the Common Stock, par value $1.00 per
share (the "Common Stock"), of CBS Corporation (the "Company").

         I have examined and am familiar with the Restated Articles and the
By-laws, both as amended, of the Company, a Pennsylvania corporation. I am of
the opinion that the Company is a duly organized and validly existing
corporation under the laws of the Commonwealth of Pennsylvania.

         I am further of the opinion that the corporate proceedings to authorize
the issuance of 3,000,000 shares of Common Stock for use under the Plan have
been duly taken in accordance with the applicable law, and that said 3,000,000
shares of Common Stock have been duly authorized for issuance.

         In addition, I am of the opinion that the 3,000,000 shares reserved,
when issued as provided in the Plan and the corporate proceedings related
thereto, will be legally issued, fully paid and nonassessable.

         I know that I am referred to in the Registration Statement relating to
the Common Stock and I hereby consent to such use of my name in such
Registration Statement and to the use of this opinion for filing as an exhibit
to such Registration Statement as Exhibit 5 thereto.

                                Very truly yours,


                                /s/ ANGELINE C. STRAKA

                                Angeline C. Straka
                                Vice President, Secretary and
                                Deputy General Counsel

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