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                     EXHIBIT 5 - OPINION OF WACHTELL, LIPTON


                                  EXHIBIT 5.01

                 [LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]







                                 October 2, 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 registration of 45,000 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 other matters of law and fact
as we have deemed necessary to render the opinion contained herein.





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USA Networks, Inc.
October 2, 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