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                                                                     EXHIBIT 8.1

                               [WLRK LETTERHEAD]

                                                                October 26, 2000

Vivendi Universal
42, avenue de Friedland
75380 Paris Cedex 08
France

Ladies and Gentlemen:

     Reference is made to the Registration Statement on Form F-4 (the
"Registration Statement") of Vivendi Universal (currently named Sofiee), a
French societe anonyme ("Vivendi Universal"), relating to the merger of Vivendi,
a French societe anonyme, with and into its subsidiary Vivendi Universal (the
"Merger"), and the other merger transactions (as that term is used in the
Registration Statement) undertaken in connection therewith.

     For purposes of the opinion set forth below, we have relied, with the
consent of Vivendi and Vivendi Universal, upon the accuracy and completeness of
the statements and representations (which statements and representations we have
neither investigated nor verified) contained, respectively, in the certificates
of the officers of Vivendi and Vivendi Universal dated the date hereof, and have
assumed that such statements and representations are and will remain complete
and accurate through the effective time of the Merger and that all statements
and representations made to the knowledge of any person or entity or with
similar qualification are and will be true and correct as if made without such
qualification. We have also relied on upon the accuracy of the Registration
Statement filed with the Securities and Exchange Commission in connection with
the Merger and the other merger transactions. We have also assumed that (i) the
transactions contemplated in the Merger agreement will be consummated in
accordance therewith and as described in the Registration Statement and (ii) the
Merger and the other merger transactions will be validly consummated in
accordance with the applicable law.

     Our opinion, subject to the limitations and conditions set forth therein,
concerning certain United States federal income tax consequences of the Merger,
under currently applicable federal income tax law, is set forth in the
discussion under the caption "TAX INFORMATION -- Tax Considerations for Vivendi
Shareholders" in the Registration Statement.

     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 therein to us. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.

                                             Very truly yours,

                                             /s/ WACHTELL, LIPTON, ROSEN &
                                             KATZ
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