EXHIBIT 5.1

                      [FRICKLAS LETTERHEAD]


                                        February 8, 2002



Viacom Inc.
1515 Broadway
New York, NY 10036

Dear Sirs:

          I am the Executive Vice President, General Counsel and
Secretary of Viacom Inc. (" Viacom").  I am delivering this
opinion in connection with the Registration Statement on Form S-8
(the "Registration Statement") of Viacom filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), with respect to the registration on
Form S-8 of 30,000,000 shares of Viacom's Class B Common Stock,
par value $.01 per share (the "Shares"), to be issued pursuant to
the Viacom 401(k) Plan and The Westinghouse Savings Program  (the
"Plans").

          In connection with the foregoing, I or members of my
legal staff (my "Staff") have examined the Registration
Statement, the Plans, and the originals, or copies certified to
my or my Staff's satisfaction, of such records, documents,
certificates and other instruments as I or my Staff have deemed
necessary or appropriate to enable me to render the opinion
expressed below.  As to questions of fact material to the opinion
expressed below, I or my Staff have, when relevant facts were not
independently established by me or them, relied upon certificates
of officers of Viacom or other evidence satisfactory to me or my
Staff.  In all such examinations, I or my Staff have assumed the
genuineness of all signatures on original and certified
documents, the authenticity of all documents submitted to me or
my Staff as original documents and the conformity to original or
certified documents submitted to me or my Staff as copies.

          I am a member of the bar of the State of New York and
the opinion expressed herein is limited to matters controlled by
the laws of the State of New York and the General Corporation Law
of the State of Delaware.

          Based upon the foregoing, it is my opinion that the
Shares have been duly authorized by Viacom and, when (a) issued
and delivered by Viacom in accordance with the terms of the
relevant Plan and (b) paid for in full in accordance with the
terms of the relevant Plan, the Shares will be validly issued,
fully paid and non-assessable.

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

                                   Very truly yours,


                                   /s/Michael D. Fricklas
                                   ------------------------
                                   Michael D. Fricklas