EX-5.1 3 tm2621331d2_ex5-1.htm EXHIBIT 5.1

Exhibit 5.1

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Paramount Skydance Corporation

Paramount Global

1515 Broadway

New York, New York 10036

| Re: | Registration Statement on Form S-3

To the addressees set forth above:

We have acted as special counsel to Paramount Skydance Corporation, a Delaware corporation (the “Company”) and Paramount Global, a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Paramount Global”), in connection with the filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (as amended, the “Registration Statement”), including a base prospectus (the “Base Prospectus”), which provides that it will be supplemented by one or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a “Prospectus”), under the Securities Act of 1933, as amended (the “Act”), relating to the registration (a) for issue and sale by the Company of an unspecified number of securities or aggregate principal amount, as applicable, of (i) shares of the Company’s Class B common stock, $0.001 par value per share (“Class B Common Stock”), (ii) shares of one or more series of the Company’s preferred stock, $0.001 par value per share (“Preferred Stock”), (iii) one or more series of the Company’s debt securities (collectively, the “Company Debt Securities”) to be issued under an indenture to be entered into between the Company, as issuer, and Deutsche Bank Trust Company Americas, as trustee (a form of which is included as Exhibit 4.1 to the Registration Statement) and one or more supplements thereto (such indenture, together with the applicable supplement pertaining to the applicable series of Company Debt Securities, the “Applicable Company Indenture”), (iv) warrants (the “Company Warrants”) and (v) guarantees of the debt securities issued by Paramount Global (the “Company Guarantees”), and (b) for the issue and sale by Paramount Global of an unspecified number of securities or aggregate principal amount, as applicable, of (i) one or more series of Paramount Global’s debt securities (collectively, the “Paramount Global Debt Securities” and, together with the Company Debt Securities, the “Debt Securities”) to be issued under an indenture to be entered into among Paramount Global, as issuer, the Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee and one or more supplements thereto, which indenture (or a form thereof) will be filed in an amendment to the Registration Statement (or incorporated by reference into the Registration Statement) prior to the offering of any Paramount Global Debt Securities (such indenture, together with the applicable supplement pertaining to the applicable series of Paramount Global Debt Securities, the “Applicable Paramount Global Indenture” and, together with the Applicable Company Indenture, each an “Applicable Indenture” and, collectively the “Applicable Indentures”), (ii) warrants (the “Paramount Global Warrants” and, together with the Company Warrants, the “Warrants”) and (iii) guarantees of the debt securities issued by the Company (the “Paramount Global Guarantees” and, together with the Company Guarantees, the “Guarantees”). The Class B Common Stock, Preferred Stock, Debt Securities, Warrants, and Guarantees are referred to herein collectively as the “Securities.”

July 31, 2026

Page 2

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related applicable Prospectus, other than as expressly stated herein with respect to the issuance of the Securities.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and with respect to the opinions set forth in paragraphs 3 and 4 below, the internal laws of the State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1. When an issuance of Class B Common Stock has been duly authorized by all necessary corporate action of the Company, upon issuance, delivery and payment therefor in an amount not less than the par value thereof in the manner contemplated by the applicable Prospectus and by such corporate action, and in total amounts and numbers of shares that do not exceed the respective total amounts and numbers of shares (a) available under the certificate of incorporation, and (b) authorized by the board of directors in connection with the offering contemplated by the applicable Prospectus, such shares of Class B Common Stock will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

2. When a series of Preferred Stock has been duly established in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation and authorized by all necessary corporate action of the Company, upon issuance, delivery and payment therefor in an amount not less than the par value thereof in the manner contemplated by the applicable Prospectus and by such corporate action, and in total amounts and numbers of shares that do not exceed the respective total amounts and numbers of shares (a) available under the certificate of incorporation, and (b) authorized by the board of directors in connection with the offering contemplated by the applicable Prospectus, such shares of such series of Preferred Stock will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

July 31, 2026

Page 3

3. When the Applicable Indenture has been duly authorized, executed and delivered by all necessary corporate action of the Company or Paramount Global, as applicable, and when the specific terms of a particular series of Debt Securities and the Guarantees, if any, relating thereto have been duly established in accordance with the terms of the Applicable Indenture and authorized by all necessary corporate action of the Company or Paramount Global, as applicable, and such Debt Securities have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the Applicable Indenture and in the manner contemplated by the applicable Prospectus and by such corporate action, such Debt Securities and any such related Guarantee will be the legally valid and binding obligations of the Company or Paramount Global, as applicable, enforceable against the Company or Paramount Global, as applicable, in accordance with their terms.

4. When the applicable warrant agreement has been duly authorized, executed and delivered by all necessary corporate action of the Company or Paramount Global, as applicable, and when the specific terms of a particular issuance of Warrants have been duly established in accordance with the terms of the applicable warrant agreement and authorized by all necessary corporate action of the Company or Paramount Global, as applicable, and such Warrants have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the applicable warrant agreement and in the manner contemplated by the applicable Prospectus and by such corporate action (assuming the securities issuable upon exercise of such Warrants have been duly authorized and reserved for issuance by all necessary corporate action), such Warrants will be the legally valid and binding obligations of the Company or Paramount Global, as applicable, enforceable against the Company or Paramount Global, as applicable, in accordance with their terms.

Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) (a) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), (b) concepts of materiality, reasonableness, good faith and fair dealing, and (c) the discretion of the court before which a proceeding is brought; and (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy. We express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) waivers of rights or defenses, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) any provision permitting, upon acceleration of any Debt Securities, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon, (f) the creation, validity, attachment, perfection, or priority of any lien or security interest, (g) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (h) waivers of broadly or vaguely stated rights, (i) provisions for exclusivity, election or cumulation of rights or remedies, (j) provisions authorizing or validating conclusive or discretionary determinations, (k) grants of setoff rights, (l) proxies, powers and trusts, (m) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, (n) any provision to the extent it requires that a claim with respect to a security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, and (o) the severability, if invalid, of provisions to the foregoing effect.

July 31, 2026

Page 4

With your consent, we have assumed (a) that each of the Debt Securities, Warrants, Guarantees and the Applicable Indenture and warrant agreements governing such Securities (collectively, the “Documents”) will be governed by the internal laws of the State of New York, (b) that each of the Documents has been or will be duly authorized, executed and delivered by the parties thereto, (c) that each of the Documents constitutes or will constitute legally valid and binding obligations of the parties thereto other than the Company and Paramount Global, enforceable against each of them in accordance with their respective terms, and (d) that the status of each of the Documents as legally valid and binding obligations of the parties will not be affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

| Sincerely,
| /s/ Latham & Watkins LLP