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EXHIBIT 8.1
December 6, 2000
Vivendi Universal
42, avenue de Friedland
75380 Paris Cedex 08
France
Ladies and Gentlemen:
Reference is made to the Post-Effective Amendment No. 1 on Form F-1
to the Registration Statement on Form F-4 (the "Registration Statement") of
Vivendi Universal (currently named Sofiee), a French societe anonyme ("Vivendi
Universal"), relating to the exchange from time to time of non-voting
exchangeable shares of Vivendi Universal Exchangeco, a Canadian subsidiary of
Vivendi Universal, for ordinary shares of Vivendi Universal, represented by
American depositary shares.
We have participated in the preparation of the discussion set forth
in the section entitled "TAX INFORMATION -- U.S. Federal Income Tax
Considerations of Holding Vivendi Universal Shares" in the Registration
Statement. In our opinion, such discussion, insofar as it relates to the United
States federal income tax consequences of holding such shares, is accurate in
all material respects.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement, and to the
references therein to us. 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 Securities Act of 1933, as amended.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
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