EXHIBIT 8.1
[Letterhead of Cravath, Swaine & Xxxxx]
August 28, 2001
Agreement and Plan of Merger,
Dated as of May 20, 2001 and Modified as of June 13, 2001,
Among Vivendi Universal, S.A., XX0.xxx, Inc. and
Metronome Acquisition Sub Inc.
Ladies and Gentlemen:
We have acted as counsel for Vivendi Universal, S.A., a French
societe anonyme ("Vivendi Universal"), in connection with the proposed merger
(the "Merger") of XX0.xxx, Inc., a Delaware corporation ("XX0.xxx"), with and
into Metronome Acquisition Sub Inc., a Delaware corporation (the "Merger
Sub"), pursuant to an Agreement and Plan of Merger, dated as of May 20, 2001
and modified as of June 13, 2001, among Vivendi Universal, Merger Sub and
XX0.xxx (the "Merger Agreement").
In providing our opinion, we have examined the Merger Agreement, the
registration statement on Form F-4 (which contains a proxy
statement/prospectus), filed with the Securities and Exchange Commission (the
"SEC") on August 28, 2001 (the "Registration Statement") pursuant to Rule
462(b) of the Securities Act of 1933, as amended (the "Act"), and such other
documents and corporate records as we have deemed necessary or appropriate for
purposes of our opinion. In addition, we have assumed that (i) the Merger will
be consummated in accordance with the provisions of the Merger Agreement and
the Registration Statement, (ii) the statements concerning the Merger set
forth in the Merger Agreement and the Registration Statement are true, correct
and complete, (iii) the representations made by Vivendi Universal and XX0.xxx
in their respective letters delivered to us for purposes of this opinion (the
"Representation Letters") are true, correct and complete and will remain true,
correct and complete at all times up to and including the Effective Time (as
defined in the Merger Agreement) and (iv) any representations made in the
Representation Letters "to the knowledge of" or similarly qualified are
correct without such qualification. If any of the above described assumptions
are untrue for any reason or if the Merger is consummated in a manner that is
different from the manner in which it is described in the Merger Agreement or
the Registration Statement, our opinion as expressed below may be adversely
affected and may not be relied upon.
Based upon the foregoing, we are of opinion that the discussion
contained in the Registration Statement under the caption "TAXATION--The
Merger--United States Federal Income Taxation," subject to the limitations,
qualifications and assumptions described therein, sets forth the material
United States Federal income tax considerations applicable to the stockholders
of XX0.xxx in the Merger.
Our opinion is based on current provisions of the Internal Revenue
Code of 1986, as amended, Treasury Regulations promulgated thereunder,
published pronouncements of the Internal Revenue Service and case law, any of
which may be changed at any time with retroactive effect. Any change in
applicable laws or the facts and circumstances surrounding the Merger, or any
inaccuracy in the statements, facts, assumptions or representations upon which
we have relied, may affect the continuing validity of our opinion as set forth
herein. We assume no responsibility to inform you of any such change or
inaccuracy that may occur or come to our attention. Finally, our opinion is
limited to the tax matters specifically covered hereby, and we have not been
asked to address, nor have we addressed, any other tax consequences of the
Merger.
This opinion is being furnished to you solely for its use in
connection with the Registration Statement. We consent to the filing of this
opinion as Exhibit 8.1 to the Registration Statement and to the reference to
our firm name
therein. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules or regulations of the SEC
promulgated thereunder.
Very truly yours,
/s/ Cravath, Swaine & Xxxxx
Vivendi Universal, S.A.
00, xxxxxx xx Xxxxxxxxx
00000 Xxxxx cedex 08
FRANCE
Attention: Xxxx-Xxxxxxxx Xxxxx, Esq.
O
