1
Exhibit 8.1
CRAVATH, SWAINE & ▇▇▇▇▇
[Letter Head]
October 1, 1996
AGREEMENT AND PLAN OF MERGER
DATED AS OF JUNE 20, 1996,
AMONG WESTINGHOUSE ELECTRIC CORPORATION
R ACQUISITION CORP. AND
INFINITY BROADCASTING CORPORATION
Ladies and Gentlemen:
We have acted as counsel for Westinghouse Electric Corporation, a
Pennsylvania corporation ("Parent"), in connection with the Agreement and Plan
of Merger (the "Merger Agreement") dated as of June 20, 1996, among Parent, R
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Parent ("Sub"), and Infinity Broadcasting Corporation, a Delaware corporation
(the "Company"). Pursuant to the Merger Agreement, Sub will be merged with and
into the Company in a merger (the "Merger"), with the Company being the
surviving corporation (the "Surviving Corporation"). In the Merger, each issued
and outstanding share of common stock of the Company (other than shares owned
directly or indirectly by the Company or by Parent) will be converted into the
right to receive common stock of Parent. Capitalized terms not otherwise defined
herein shall have the meaning specified in the joint proxy statement/prospectus
related to the Merger (the "Proxy Statement").
As required by Section 6.02(e) of the Merger Agreement, you have requested
that we render the opinion set forth below. In providing our opinion, we have
examined the Merger Agreement and such other documents and corporate records as
we have deemed necessary or appropriate for purposes of our opinion. In
addition, we have assumed (i) the Merger will be consummated as described in the
Merger Agreement and (ii) the representations made to us by Parent, Sub and the
Company in their respective letters to us dated the date hereof, and delivered
to us for purposes of this opinion, are accurate and complete as of the date
hereof and as of the Closing Date.
Based upon the foregoing, in our opinion, 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"), and Parent, Sub
and the Company will each be a party to such reorganization within the meaning
of Section 368(b) of the Code.
The opinions expressed herein are based upon existing statutory, regulatory
and judicial authority, any of which may be changed at any time with retroactive
effect. In addition, our opinions are based solely on the documents that we have
examined, the additional information that we have obtained, and the statements
contained in the letters from Parent, Sub and the Company referred to above.
We hereby consent to the filing of this opinion as an exhibit to the Proxy
Statement and to the use of our name under the captions "Summary--Certain
Federal Income Tax Consequences", "The Merger--Certain Federal Income Tax
Consequences" and "Legal Opinions" in the Proxy Statement. In giving such
consent, we do not thereby concede that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
Rules and Regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ CRAVATH, SWAINE & ▇▇▇▇▇
