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[CLEARY, GOTTLIEB LETTERHEAD]
EXHIBIT 8.3
October 27, 2000
Canal Plus S.A.
85/89 Quai Andre Citroen
75015 Paris, France
Ladies and Gentlemen:
We have acted as counsel to Canal Plus S.A. ("Canal+"), in connection with
the proposed transactions contemplated by the Merger Agreement dated June 19,
2000, among Vivendi S.A. ("Vivendi"), Sofiee S.A. ("Sofiee"), 3744531 Canada
Inc., The Seagram Company Ltd. and Canal+ (the "Merger Agreement"). At your
request, in connection with the filing of the Registration Statement on Form F-4
filed with the Securities and Exchange Commission, as amended through the date
hereof, in connection with the transactions contemplated by the Merger Agreement
(the "Registration Statement"), we are rendering our opinion with regard to the
material United States federal income tax consequences to a U.S. holder of
Canal+ shares of the distribution by Canal+ of the shares of Canal Holdco and
the subsequent merger of Canal Holdco and Vivendi Universal. All capitalized
terms used that are not defined herein shall have the same meaning as in the
Registration Statement.
In arriving at the opinions expressed below, we have examined and relied
upon originals, or copies certified or otherwise identified to our satisfaction,
of:
(i) the Merger Agreement;
(ii) the Registration Statement; and
(iii) certificates and representations of officers and representatives
of Canal+ and Sofiee S.A. as we have deemed appropriate.
Without limiting the generality of the foregoing, we have examined and
relied, without independent verification of the statements contained therein, on
representations and warranties made by Canal+ and Sofiee S.A., and we have
assumed the accuracy of those representations and warranties.
In arriving at the opinions expressed below, we have assumed, without
making any independent investigation, that all such documents as furnished to us
are complete and authentic, that the signatures on all documents are genuine,
and that all such documents have been, or in the case of drafts, will be, duly
authorized, executed and delivered. We have further assumed that the
transactions will be consummated and the parties will act in accordance with
these documents.
The opinions expressed below are based on the Internal Revenue Code of
1986, as amended (the "Code"), and applicable regulations, rulings and
decisions, in each case as in effect on the date hereof, and may be affected by
amendments to the Code or to the regulations thereunder or by subsequent
judicial or administrative interpretations thereof.
Based on and subject to the foregoing, the discussion contained in the
Registration Statement under the caption "TAX CONSIDERATIONS FOR CANAL+
SHAREHOLDERS", except as otherwise indicated, represents our opinion as to the
material U.S. federal income tax consequences to a U.S. holder of Canal+'s
shares of the distribution by Canal+ of the shares of Canal Holdco and the
subsequent merger of Canal Holdco and Vivendi Universal.
We hereby consent to the use of our name in the making of statements with
respect to us under the caption "TAX CONSIDERATIONS FOR CANAL+ SHAREHOLDERS" in
the Registration Statement and to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. In giving
this consent, we do not hereby admit that we are in the category of
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persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By: /s/ YARON Z. REICH
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Yaron Z. Reich, a Partner