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                                                                     EXHIBIT 5.1

VIVENDI LETTERHEAD
Le Directeur Juridique

                                          October 26, 2000

Sofiee
42, avenue de Friedland
75380 Paris Cedex 08 France

Ladies and Gentlemen:

     I am the General Counsel of Vivendi, a societe anonyme organized under the
laws of France (the "Company"). In that capacity, I have acted as counsel to the
company in connection with a registration statement on Form F-4 (the
"Registration Statement") being filed with the United States Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933, as amended (the "Securities Act"), ordinary shares (the "Shares"), nominal
value euro 5.50 per share, of Sofiee S.A., a societe anonyme organized under the
laws of France and a subsidiary of the Company, to be renamed Vivendi Universal
("Vivendi Universal"), to be represented by Sofiee's American Depositary Shares
(the "ADSs"), to be issued in connection with the transactions among the
Company, Vivendi Universal, Canal Plus S.A., a societe anonyme organized under
the laws of France ("CANAL+"), Vivendi Universal Exchangeco, a corporation
organized under the laws of Canada ("Vivendi Universal Exchangeco"), and The
Seagram Company Ltd. a corporation organized under the laws of Canada
("Seagram"), pursuant to the merger agreement, by and among the Company, CANAL+,
Vivendi Universal Exchangeco and Seagram, dated as of June 19, 2000, filed as
Annex A to the joint proxy statement/prospectus which forms a part of the
Registration Statement (the "Merger Agreement").

     In furnishing this opinion, I or lawyers under my supervision have examined
the Registration Statement, the Merger Agreement and 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. With respect to factual matters we have relied 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 Security Act of
1933, as amended (the "Securities Act"). I hereby consent to the filing of this
opinion as an exhibit to the Registration Statement that Sofiee is filing with
the United States Securities and Exchange Commission to register the Shares.

                                          Very truly yours,

                                          /s/ GILBERT KLAJNMAN
                                          Gilbert Klajnman