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EXHIBIT 99.8
LAZARD LAZARD FRERES
S.A.S. AU CAPITAL DE
500.000.000 F
151, BOULEVARD
HAUSSMANN
75382 PARIS CEDEX 08
R.C.E. PARIS X 542 10
815
TEL: + 33 (0) 1 44 13
01 11
FAX: + 33 (0) 1 44 13
01 00
WWW.LAZARD.COM
October 27, 2000
The Board of Directors
VIVENDI
42, avenue Friedland
75380 Paris cedex 08
Re: Proxy Statement of VIVENDI
Filed as Part of the Registration Statement on Form F-4
Dear Members of the Board:
Reference is made to our opinion letter dated as of June 18, 2000 with
respect to the fairness, from a financial point of view, to VIVENDI of the
Seagram Exchange Ratio and the Canal Exchange Ratio each as defined in the
second paragraph of such opinion letter pursuant to the Agreement referred to
therein.
The foregoing opinion letter is for the information and assistance of the
Board of Directors of VIVENDI in connection with its consideration of the
transactions contemplated therein and is not to be used, circulated, quoted or
otherwise referred to for any other purposes, nor is it to be filed with or
referred to in whole or in part in any registration statement, proxy statement
or any other document without our prior written consent, except in its entirety
in a proxy statement filed in the U.S. or as may be required by law or by a
court of competent jurisdiction.
In that regard, we hereby consent to the reference to the opinion of our
firm under the captions "Opinion of VIVENDI's Financial Advisor" and to the
inclusion of the foregoing opinion in the above-referenced Proxy Statement
included in the above-referenced Registration Statement. In giving such consent,
we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1993 or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ LAZARD FRERES
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LAZARD FRERES S.A.S.