<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>y09865exv5w1.txt
<DESCRIPTION>EX-5.1: OPINION OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP
<TEXT>
<PAGE>
                                                                     Exhibit 5.1

          [LETTERHEAD OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP]



                                                                   June 13, 2005

Grupo Televisa, S.A.
Avenida Vasco de Quiroga, No. 2000
Colonia Santa Fe, 01210
Mexico, D.F., Mexico

Ladies and Gentlemen:

     We are acting as special U.S. counsel to Grupo Televisa, S.A. (the
"Company"), a limited liability stock corporation (sociedad anonima) organized
under the laws of the United Mexican States ("Mexico"), in connection with the
preparation of a Registration Statement on Form F-4 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
proposed offer to exchange up to $600,000,000 in aggregate principal amount of
6.625% Senior Exchange Notes due 2025 of the Company (the "New Notes") for a
like principal amount of the Company's issued and outstanding 6.625% Senior
Notes due 2025 (the "Old Notes").  Capitalized terms used herein have the
meanings set forth in the Registration Statement, unless otherwise defined
herein.

     In connection with this opinion, we have (i) investigated such questions of
law, (ii) examined originals or certified, conformed or reproduction copies of
such agreements, instruments, documents and records of the Company, such
certificates of public officials and such other documents and (iii) received
such information from officers and representatives of the Company, and others,
as we have deemed necessary or appropriate for the purposes of this opinion.

     To the extent it may be relevant to the opinion expressed herein, we have
assumed, with respect to all parties to agreements or instruments relevant
hereto other than the Company, that such parties have the power and authority to
enter into and perform their respective obligations under such agreements or
instruments and to consummate the transactions contemplated thereby, that the
agreements or instruments have been duly authorized, executed and delivered by
and, constitute a valid and binding obligations of such parties, enforceable
against such parties in accordance with their terms.

     In all such examinations, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of original or
certified copies and the conformity to original or certified agreements or
instruments of all copies submitted to us as conformed or reproduction copies.
As to various questions of fact relevant to the opinions expressed herein, we
have relied upon, and assume the accuracy of, the representations and warranties
contained in certificates and oral or written statements and other information
of or from public officials and officers and representatives of the Company and
assume compliance on the part of all parties to the


<PAGE>
relevant agreements or instruments with their covenants and agreements contained
therein and all laws applicable thereto.

     We have assumed, for the purposes of the opinions expressed herein, that
(a) the Company is a limited liability stock corporation (sociedad anonima)
validly existing under the laws of Mexico and the Company has full power,
authority and legal right to execute and deliver any agreements or instruments
relevant hereto and to perform its obligations thereunder, (b) each of such
agreements or instruments has been duly authorized, executed and delivered by
the Company under Mexican law, (c) no other proceedings or actions under Mexican
law are necessary for the Company to perform its obligations under each of such
agreements or instruments, and (d) under Mexican law, each of such agreements
constitutes the valid and legally binding obligation of the Company enforceable
against the Company in accordance with its terms.

     Based upon the foregoing, and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that when the
Registration Statement has become effective under the Securities Act, the New
Notes have been duly authorized and executed by the Company and duly
authenticated by the Trustee in accordance with the terms of the Indenture and
delivered in exchange for the Old Notes in accordance with the terms of the
Indenture, the New Notes will constitute valid and binding obligations of the
Company, entitled to the benefits of the Indenture, subject to (i) applicable
bankruptcy, insolvency, reorganization moratorium, concurso mercantil or other
similar laws now or hereafter in effect affecting creditors' rights and remedies
generally; (ii) general principles of equity reasonableness, equitable defenses
and limits as to the availability of equitable remedies, whether such principles
are considered in proceedings at law or in equity; and (iii) the application of
any applicable fraudulent conveyance, fraudulent transfer, fraudulent
obligation, or preferential transfer law or any law governing the distribution
of assets of any person now or hereafter in effect affecting creditors' rights
and remedies generally

     The opinion expressed herein is limited to the federal laws of the United
States of America and the laws of the State of New York, each as currently in
effect and no opinion is expressed with respect to any other laws or any effect
that such other laws may have on the opinion expressed herein.  This opinion
letter is limited to the matters stated herein and no opinion is implied or may
be inferred beyond the opinion expressly stated herein. The opinion expressed
herein is given only as of the date hereof, and we assume no obligation to
supplement this letter if any applicable laws change after the date hereof or if
we become aware of any facts that might change the opinion expressed herein
after the date hereof or for any other reason.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this Firm under the caption
"Legal Matters" in the prospectus that is included in the Registration
Statement. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.

<PAGE>



     The opinion expressed herein is solely for your benefit and may not be
relied on in any manner or for any purpose by any other person or entity and may
not be quoted in whole or in part without our prior written consent.


     Very truly yours,



        FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP



</TEXT>
</DOCUMENT>
