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                                                                     EXHIBIT 8.4

                   [OSLER, HOSKIN & HARCOURT LLP LETTERHEAD]

                                October 30, 2000

The Seagram Company Ltd.
c/o Joseph E. Seagram & Sons, Inc.
375 Park Avenue
New York, New York 10152

Ladies and Gentlemen:

     We have acted as special counsel to The Seagram Company Ltd. ("Seagram"), a
corporation formed under the laws of Canada, in connection with the proposed
Plan of Arrangement under Section 192 of the Canada Business Corporations Act to
be effected pursuant to the Merger Agreement dated June 19, 2000 (the "Merger
Agreement") among Vivendi, a French societe anonyme, Canal Plus, a French
societe anonyme, Sofiee (to be renamed Vivendi Universal), a French societe
anonyme, 3744531 Canada Inc., a corporation existing under the laws of Canada,
and Seagram. For purposes of this opinion, capitalized terms used and not
otherwise defined herein shall have the meaning ascribed thereto in the Merger
Agreement. This opinion is being delivered in connection with, and as an exhibit
to, the Registration Statement on Form F-4 (the "Registration Statement") of
Vivendi Universal relating to the proposed Plan of Arrangement to be effected
pursuant to the Merger Agreement.

     In acting as counsel to Seagram in connection with the Plan of Arrangement,
we have participated in the preparation of the Merger Agreement and related
documents, and in the preparation and filing of the Registration Statement. In
particular, we have participated in the preparation of the discussion in the
Registration Statement set forth in the section entitled "TAX INFORMATION--TAX
CONSIDERATIONS FOR SEAGRAM SHAREHOLDERS--Canadian Federal Income Tax
Considerations." The discussion contained under that caption, insofar as it
relates to the Canadian federal income tax consequences of the Plan of
Arrangement to Seagram Shareholders, constitutes our opinion as of the date
hereof.

     If the Plan of Arrangement is effected on a factual basis different from
that contemplated in the Merger Agreement and the Registration Statement and the
officer's certificate referred to below, the opinion expressed herein may be
inapplicable. Our opinion is based on the current provisions of the Income Tax
Act (Canada) (the "Canadian Tax Act") and the regulations thereunder, the
administrative and assessing policies and practices published by the Canada
Customs and Revenue Agency prior to today and specific proposals to amend the
Canadian Tax Act and regulations thereunder publicly announced by or on behalf
of the Canadian Minister of Finance prior to today and a Vivendi officer's
certificate with respect to certain matters. If there is any subsequent change
in the applicable law or regulations, or if there are subsequently any new
applicable administrative or judicial interpretations of the law or regulations,
the opinion expressed herein may become inapplicable.

     We express our opinion herein only as to those matters specifically set
forth above and no opinion should be inferred as to the tax consequences of the
Plan of Arrangement (or the other transactions contemplated by the Merger
Agreement) under any provincial, local or foreign law, or with respect to other
areas of Canadian federal income taxation. We do not express any opinion herein
concerning any law other than the federal law of Canada.
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The Seagram Company Ltd.                   -2-                  October 30, 2000

     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 to our firm name therein.

                                          Very truly yours,

                                          /s/ OSLER, HOSKIN & HARCOURT LLP
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                                          OSLER, HOSKIN & HARCOURT LLP