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                                                                     EXHIBIT 8.2

[BLAKE, CASSELS & GRAYDON LLP LETTERHEAD]



December 6, 2000



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

Ladies and Gentlemen:

     For purposes of this opinion we have assumed that the merger transactions
described in the joint proxy statement-prospectus dated November 2, 2000 of
Vivendi, The Seagram Company Ltd. and Canal Plus S.A. have been completed in
their entirety prior to the rendering of this opinion.

     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. 1 on Form
F-1 to Form F-4 Registration Statement under The Securities Act of 1933 of
Vivendi Universal (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 Vivendi Universal 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 Vivendi Universal ADSs or of holding Vivendi
Universal 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 today and an officer's
certificate of Vivendi S.A. with respect to certain matters. 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 or exchanging exchangeable shares or of holding
Vivendi Universal 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

                                   BLAKE, CASSELS & GRAYDON LLP