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                                                                     EXHIBIT 8.1



                    [LETTERHEAD OF CRAVATH, SWAINE & MOORE]



                                                                 August 30, 2001



               POST-EFFECTIVE AMENDMENT NO. 5 ON FORM F-1 TO THE


                       REGISTRATION STATEMENT ON FORM F-4



Ladies and Gentlemen:



     Reference is made to the Post-Effective Amendment No. 5 on Form F-1 to the
Registration Statement on Form F-4 (the "Registration Statement") of Vivendi
Universal, S.A., 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. We are of
opinion that such discussion, insofar as it relates to the United States Federal
income tax consequences of holding Vivendi Universal ordinary shares, is
accurate in all material respects.



     Our opinion is based on current provisions of the Internal Revenue Code of
1986, as amended, Treasury Regulations promulgated thereunder, published
pronouncements of the Internal Revenue Service and case law, any of which may be
changed at any time with retroactive effect. Any change in applicable laws may
affect the continuing validity of our opinion as set forth herein. We assume no
responsibility to inform you of any such change that may occur or come to our
attention. Finally, our opinion is limited to the tax matters specifically
covered hereby, and we have not been asked to address, nor have we addressed,
any other tax consequences that result from holding Vivendi Universal ordinary
shares. 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
reference to our firm name therein. In giving such consent, we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.



                                          Very truly yours,



                                          /s/ CRAVATH, SWAINE & MOORE



Vivendi Universal, S.A.


  42, avenue de Friedland


     75380 Paris cedex 08


       FRANCE



       Attention: Jean-Francois Dubos, Esq.



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