Exhibit 8.1
                  [Letterhead of Weil, Gotshal & Manges LLP]



                                     August 9, 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 K Acquisition Corp.
("Sub"), a Delaware corporation and direct wholly-owned subsidiary of CBS
Corporation, a Pennsylvania corporation ("Parent"), with and into King World
Productions, Inc., a Delaware corporation (the "Company").

                  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 (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.




CBS Corporation
August 9, 1999
Page 2


                  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