Exhibit 5.1
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[Vivendi Universal Letterhead]
December 8, 2000
Vivendi Universal
42, avenue de Friedland
75008 Paris
Ladies and Gentlemen:
I am the General Counsel Chief Officer of Vivendi Universal, a SOCIETE
ANONYME organized under the laws of France ("Vivendi Universal") and the
successor to Vivendi, a SOCIETE ANONYME organized under the laws of France
("Vivendi"). This opinion is being furnished in connection with the filing by
Vivendi Universal with the Securities and Exchange Commission of a
post-effective amendment on Form S-8 to Form F-4 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), which is
registering ordinary shares, nominal value of [EUROS]5.50 per share, of Vivendi
Universal for issuance by Vivendi Universal pursuant to the terms of the
following plans (the "Shares"), the 1983 Stock Appreciation Right and Stock Unit
Plan, The Seagram Company Ltd. 1988 Stock Option Plan, The Seagram Company Ltd.
1992 Stock Option Plan, The Seagram Company Ltd. 1996 Stock Incentive Plan, The
Seagram Company Ltd. Stock Plan for Non-Employee Directors, the MCA Inc.
Incentive Program, the PolyGram Holding, Inc. Deferred Savings and Investment
Plan for Employees, The Seagram 401(k) Plan - Universal Employees, The Seagram
401(k) Plan - UNI Employees, The Seagram 401(k) Plan - Spencer Employees, The
Seagram 401(k) Plan and the Retirement, Savings and Investment Plan for Union
Employees of Joseph E. Seagram & Sons, Inc. and Affiliates (collectively the
"Seagram Plans"). The Shares, which may be represented by Vivendi Universal's
American Depositary Shares (the "ADS"), are issuable to the participants to the
Seagram Plans.
In furnishing this opinion, I or lawyers under my supervision have
examined such documents, corporate records, certificates of public officials and
other agreements, instruments or opinions as I have deemed necessary or
advisable for the purpose of rendering the opinions set forth below. In this
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as original documents and the conformity to
original documents of all documents submitted to me as copies. In rendering the
opinions expressed below, I have relied as to certain matters upon certificates
and oral and written assurances from public officials.
On the basis of the foregoing, I am of the opinion that the Shares have
been duly authorized and will, when issued in accordance with the Seagram Plans,
be validly issued, fully paid and non-assessable.
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I do not purport to be an expert on the laws of any jurisdiction other
than the Republic of France, and I express no opinion herein as to the effect of
any other laws.
This opinion is being rendered solely in connection with the registration
of the offering, sale and delivery of the Shares, as may be represented by ADSs,
in the United States pursuant to the registration requirements of the Securities
Act. I hereby consent to the filing of this opinion as an exhibit to the
post-effective amendment on Form S-8 to Form F-4 that Vivendi Universal is
filing with the United States Securities and Exchange Commission to register the
Shares. By giving my consent, I do not admit that I am within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations issued thereunder.
Very truly yours,
/s/ Jean-Francois Dubos
Jean-Francois Dubos
