Exhibit 8.1

              [LETTERHEAD OF MILBANK, TWEED, HADLEY & McCLOY LLP]

                                                     December 21, 2001

Corel Corporation
1600 Carling Avenue
Ottawa, Ontario K1Z 8R7
Canada

   Re:  Merger of Calgary II Acquisition Corp. and SoftQuad Software, Ltd.

Ladies and Gentlemen:


   We are acting as your special United States tax counsel in connection with
the filing by Corel Corporation (the "Company") of a registration statement on
Form S-4 (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, in connection with the
merger of Calgary II Acquisition Corp. and SoftQuad Software Ltd. (the
"Merger").

   We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents as we have deemed
necessary or appropriate as a basis for the opinion set forth below. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such copies. As to any facts material to this opinion that we did not
independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company.

   We express no opinion as to any laws other than the federal income tax laws
of the United States of America.

   Subject to the assumptions, qualifications and limitations herein and in the
Registration Statement under the heading "The Merger Agreement + Material
United States Federal Income Tax Consequences," the discussion in the
Registration Statement with respect to United States taxation under the heading
"Material United States Federal Income Tax Consequences," to the extent it
states matters of law or legal conclusions, represents our opinion with respect
to the material United States federal income tax consequences of the Merger for
United States SoftQuad shareholders and United States holders of SoftQuad
options.

   This opinion is based upon existing provisions of the Internal Revenue Code
of 1986, the Treasury Regulations promulgated or proposed thereunder, and
interpretations thereof by the Internal Revenue Service (the "IRS") and the
courts, all of which are subject to change with prospective or retroactive
effect, and our opinion could be adversely affected or rendered obsolete by any
such change. No ruling has been or will be sought from the IRS as to the
federal income tax consequences of any aspect of the Merger. The opinion
expressed herein is not binding on the IRS or any court, and there can be no
assurance that the IRS or a court of competent jurisdiction will not disagree
with such opinion. Further, no assurance can be given that future legislative,
judicial or administrative changes would not adversely affect the accuracy of
the conclusions


stated herein. The opinions expressed herein are as of the date hereof, and we
assume no obligation to update or supplement such opinions to reflect any facts
or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur or become effective.

   We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference of our Firm in the Registration
Statement under the caption "The Merger Agreement and Participation Rights
Agreement--Material United States Federal Income Tax Consequences" and under
the caption "Legal Matters." In giving this consent, however, we do not thereby
admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 and the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.

                                          Very truly yours,

                                          /s/ Milbank, Tweed, Hadley & McCloy
                                           LLP

                                          Milbank, Tweed, Hadley & McCloy LLP

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