Exhibit 5.1


                          Opinion of McCarthy Tetrault



                                                  February 21, 2001


Corel Corporation
1600 Carling Avenue
Ottawa, Ontario
K1Z 8R7


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-3 (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 of the Company to be
               issued by the Company to the holders of the Series A
               Participating Convertible Preferred Shares of the Company upon
               the exercise of the conversion rights therein in accordance with
               the terms thereof, will have been duly authorized and legally
               issued and will be fully paid and non-assessable; and

        (b)    we confirm that the statements set forth in the Registration
               Statement under the caption "Income Tax Considerations - Canadian
               Federal Income Tax


                                      - 2 -


               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 the 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.


                                                     Your very truly,

                                                     /s/ McCarthy Tetrault

                                                     McCarthy Tetrault