Exhibit 8.2

                    (BLAKE, CASSELS & GRAYDON LLP LETTERHEAD)

September 26, 2003


VIA FACSIMILE

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

Ladies and Gentlemen:

      We have acted as special Canadian counsel to Vivendi Universal, S.A.
("Vivendi Universal"), a corporation formed under the laws of France in
connection with the preparation of the Post Effective Amendment No. 6 on Form
F-3 to the Registration Statement on Form F-4 of Vivendi Universal under The
Securities Act of 1933 (the "Registration Statement"). For purposes of this
opinion, capitalized terms used and not otherwise defined herein have the
meaning ascribed thereto in the Registration Statement. This opinion is being
delivered in connection with, and as an exhibit to the Registration Statement.

      We have participated in the preparation of the discussion in the
Registration Statement set forth in the section entitled "TAX INFORMATION -
Canadian Federal Income Tax Considerations of Redeeming or Exchanging
Exchangeable Shares and of Holding ADSs". The discussion contained under that
caption, so far as it relates to the Canadian federal income tax consequences to
holders of Exchangeable Shares of redeeming or exchanging their shares for ADSs
or of holding ADSs, constitutes our opinion as of the date hereof subject to the
qualifications, limitations and assumptions expressed therein.

      Our opinion is based on the current provisions of the Income Tax Act
(Canada) (the "Canadian Tax Act") and the regulations thereunder, the
administrative and assessing policies and practices published by the Canada
Customs and Revenue Agency prior to the date hereof and specific proposals to
amend the Canadian Tax Act and the regulations thereunder publicly announced by
or on behalf of the Canadian Minister of Finance prior to the date hereof. If
there is any subsequent change in the applicable law or regulations, or if there
are subsequently any new applicable administrative or judicial interpretations
of the law or regulations, the opinions expressed herein may become
inapplicable.

      We express our opinion herein only as to matters specifically set forth
above and no opinion should be inferred as to any other tax consequences of
acquiring, holding or redeeming




                    (BLAKE, CASSELS & GRAYDON LLP LETTERHEAD)

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or exchanging Exchangeable Shares or of holding ADSs under any provincial, local
or foreign law, or with respect to other areas of Canadian federal income
taxation. We do not express any opinion herein concerning any law other than the
federal law of Canada.

      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 to our firm name therein.

                                    Yours truly,


                                    /s/ BLAKE, CASSELS & GRAYDON LLP