Exhibit 8.1

CBS Corporation

51 W. 52^nd Street

New York, NY 10019

Ladies and Gentlemen:

We have acted as tax counsel to CBS Corporation, a Delaware corporation (“Comet”) in connection with the filing as of the date hereof with the Securities and Exchange Commission (the “SEC”) of the Registration Statement which includes the Joint Consent Solicitation Statement/Prospectus (the “Registration Statement”).

We hereby confirm to you that, insofar as it relates to matters of United States federal income tax law, the discussion under the caption “Material U.S. Federal Income Tax Consequences” in the Joint Consent Solicitation Statement/Prospectus included in the Registration Statement, subject to the qualifications, exceptions, assumptions and limitations contained herein and therein, is our opinion.

Except as expressly set forth above, we express no other opinion. This opinion has been prepared for Comet in connection with the Registration Statement and may not be relied upon by any other party or for any other purpose without our prior written consent.

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We consent to the use of our name in the Registration Statement and to the filing of this Opinion with the SEC as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP