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30 ROCKEFELLER PLAZA NEW YORK, NEW YORK 10112-4498
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AUSTIN BRUSSELS DALLAS DUBAI HOUSTON LONDON |
NEW YORK PALO ALTO RIYADH SAN FRANCISCO WASHINGTON |
June 14, 2022
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, CO 80112
Re: Liberty Media Corporation Post-Effective Amendment to Registration Statements on Form S-8
Ladies and Gentlemen:
As counsel for Liberty Media Corporation, a Delaware corporation (the “Company”), we have examined and are familiar with the Company’s Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to Registration Statements on Form S-8 (File Nos. 333-219885, 333-222135, 333-229965, 333-235374, 333-251223) (collectively, the “Original Registration Statements”) filed on the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to up to 4,747,547 shares of the Company’s Series C Liberty Formula One Common Stock, par value $0.01 per share (“FWONK”), up to 2,059,947 shares of the Company’s Series C Liberty SiriusXM Common Stock, par value $0.01 per share (“LSXMK”), and up to 689,088 shares of the Company’s Series C Liberty Braves Common Stock, par value $0.01 per share (“BATRK”) (such shares of FWONK, LSXMK and BATRK, collectively, the “Shares”) that were previously registered under the Original Registration Statements in connection with the Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”). At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Post-Effective Amendment.
On June 14, 2022, the Company’s stockholders approved the Liberty Media Corporation 2022 Omnibus Incentive Plan (the “2022 Plan”), and certain shares of FWONK, LSXMK and BATRK that were available for issuance under the 2017 Plan will instead be available for issuance under the 2022 Plan.
In rendering our opinion, we have examined, among other things, originals, certified copies or copies otherwise identified to our satisfaction as being copies of originals, of (i) the Restated Certificate of Incorporation of the Company, dated January 24, 2017, (ii) the Amended and Restated Bylaws of the Company, (iii) records of proceedings of Liberty’s Board of Directors with respect to the approval of the 2022 Plan, (iv) the 2022 Plan and (v) such other documents, records, instruments and certificates of public officials and officers of the Company as we deemed necessary or advisable for the purpose of rendering this opinion. We have assumed the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.