Exhibit 5.1

                        OPINION OF MCCARTHY TETRAULT LLP

                                                               December 21, 2001

Corel Corporation
1600 Carling Avenue
Ottawa, Ontario
KIZ8R7

Dear Sirs,

   Re: Registration Statement of Corel Corporation

   We have acted as Canadian counsel to Corel Corporation, a Canadian
corporation (the "Company"), in connection with the offering of common shares
of the Company pursuant to a Registration Statement on Form S-4 (the
"Registration Statement") filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Securities Act").

   We have examined such corporate records, agreements and other instruments
and documents as we have deemed necessary as a basis for the opinion
hereinafter expressed. As to questions of fact, material to such opinions, we
have, when relevant facts were not independently established by us, relied on
the documents we have examined or upon the certifications and representations
of officers of the Company. We have assumed the authenticity of all the
documents presented to us as originals.

   Based on the foregoing and having regard to the legal considerations which
we deemed relevant:

     (a) we are of the opinion that the common shares ("shares of common
  stock") of the Company which may be issued by the Company to the holders of
  shares of common stock of SoftQuad Software, Ltd. and the shares of
  preferred stock of SoftQuad Software, Ltd. and holders of exchangeable
  shares of SoftQuad Acquisition Corp. in accordance with the terms of the
  Merger Agreement described in the Registration Statement, will have been
  duly authorized and legally issued and will be fully paid and non-
  assessable;

     (b) we confirm that the statements set forth in the Registration
  Statement under the captions "Summary--Material Canadian Federal Income Tax
  Consequences" and "Material Canadian Federal Income Tax Consequences"
  represent our opinion to the extent they constitute matters of law or legal
  conclusions.

   We do not express any opinion as to any laws other than the laws of he
Province of Ontario and the laws of Canada applicable therein.


   We consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to the name of our firm therein, without thereby
admitting that we are "experts" under the Securities Act or the rules and
regulations of the Securities and Exchange Commission thereunder for the
purposes of any part of the Registration Statement.

                                          Very truly yours,


                                          /s/ McCarthy Tetrault LLP
                                          _____________________________________
                                          McCarthy Tetrault LLP