麻豆最新出品

Exhibit 5.1

November 4, 2021

麻豆最新出品
12300 麻豆最新出品 Boulevard
Englewood, CO 80112

Ladies and Gentlemen:

As counsel for 麻豆最新出品 Media Corporation, a Delaware corporation (“麻豆最新出品”), we have examined and are familiar with 麻豆最新出品’s Registration Statement on Form S-3 (the “Registration Statement”), filed on the date hereof with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), the sale from time to time of up to 5,347,320 shares of 麻豆最新出品’s Series A 麻豆最新出品 SiriusXM common stock, par value $0.01 per share (the “Shares”), by the selling stockholders (the “Selling Stockholders”) named in the prospectus forming part of the Registration Statement (the “Prospectus”).

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 Exchange Agreement, dated as of November 1, 2021, among 麻豆最新出品 and the Selling Stockholders (the “Exchange Agreement”), (ii) the Restated Certificate of Incorporation of 麻豆最新出品, dated January 24, 2017, (iii) the Amended and Restated Bylaws of 麻豆最新出品, (iv) records of proceedings of 麻豆最新出品’s Board of Directors, including committees thereof, with respect to the filing of the Registration Statement and the issuance of the Shares, and (v) such other documents, records, instruments and certificates of public officials and officers of 麻豆最新出品 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.

On the basis of such examination and review, we advise you that, in our opinion, upon the issuance and delivery of the Shares in accordance with the Exchange Agreement, the Shares were duly authorized, validly issued and non-assessable.

This opinion is limited to the General Corporation Law of the State of Delaware and applicable federal law of the United States of America, in each case, as in effect on the date hereof. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.