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                                                                     EXHIBIT 5.1


                         [Vivendi Universal Letterhead]



                                                                   July 17, 2001


Vivendi Universal
42, avenue de Friedland
75008 Paris

Ladies and Gentlemen:

     I am general counsel of Vivendi Universal, a societe anonyme organized
under the laws of France ("Vivendi Universal"). This opinion is being furnished
in connection with the filing by Vivendi Universal with the Securities and
Exchange Commission of a Registration Statement on 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 E5.50 per share, of
Vivendi Universal (the "Shares") for issuance by Vivendi Universal pursuant to
the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as
of May 20, 2001, by and among Vivendi Universal, S.A., Metronome Acquisition Sub
Inc. and MP3.com, Inc. The Shares will be represented by Vivendi Universal's
American Depositary Shares ("ADSs").

     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 Merger
Agreement, be validly issued, fully paid and non-assessable.

     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 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 Registration
Statement 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