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                                                                    EXHIBIT 8.02


                      [FOLEY, HOAG & ELIOT LLP LETTERHEAD]


                                February 13, 2001

ALLAIRE CORPORATION
275 Grove Street
Newton, MA  02466

     Re:  Proposed Merger of Allaire Corporation and Macromedia, Inc.

Ladies and Gentlemen:

     We have acted as counsel to Allaire Corporation, a Delaware corporation
(the "Company"), in connection with the proposed merger (the "Merger") of the
Company with and into Alaska Acquisition Corporation, a Delaware corporation
(the "Merger Sub"), a wholly-owned first tier subsidiary of Macromedia, Inc., a
Delaware corporation (the "Parent") in accordance with the Agreement and Plan of
Merger by and among the Company, the Merger Sub and the Parent made as of
January 29, 2001 (the "Agreement"). Capitalized terms used but not defined
herein shall have the respective meanings ascribed to them in the Agreement.

     We have examined the law and such papers, including the Agreement, as
deemed necessary to render the opinion expressed below. As to questions of fact
material to our opinion we have relied on representations of the Company, the
Merger Sub and the Parent contained in letters addressed to us and attached to
this letter (the "Letters of Representation"), without undertaking to verify the
same by independent investigation; upon representations set forth in the
Agreement (including the Exhibits); and upon such other documents pertaining to
the Merger as we have deemed appropriate and necessary.

     In our examination we have assumed that (i) the Merger will be consummated
in accordance with the terms of the Agreement; (ii) each entity that is a party
to any of the documents (the "Documents") described in the preceding paragraphs
has been duly organized under the laws of its state or country of organization,
is validly existing and in good standing under such laws, and is duly qualified
and in good standing in each jurisdiction in which it is required to be
qualified to engage in the transactions contemplated by the Documents; (iii)
each such entity has full power, authority, capacity and legal right to enter
into and perform the terms of the Documents and the transactions contemplated
thereby; (iv) the copies or originals of the Documents furnished to us are
authentic (if originals) or accurate (if copies), those that are contracts or
instruments are enforceable and effective in accordance with their terms against
all


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ALLAIRE CORPORATION
February 13, 2001
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parties thereto, and all signatures are genuine; (v) any representations made in
the Documents are, and will continue to be, true and complete, and no default
exists under any of the Documents; (vi) the business and affairs of each of the
entities that is a party to any of the Documents will be conducted in accordance
with the Documents and all relevant laws; (vii) no actions will be taken, no
change in any of the Documents will occur, and no other events will occur, after
the date hereof, that would have the effect of altering the facts, Documents or
assumptions upon which this opinion is based; and (viii) the business reasons
for the Merger will constitute a valid business purpose, within the meaning of
Treasury Regulation section 1.368-1(b) and (c), for the Merger.

     The opinion rendered herein is based upon the provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury Department temporary and
final regulations, judicial decisions, and rulings and administrative
interpretations of the Internal Revenue Service, as each of the foregoing exists
on the date hereof. The opinion rendered below is not binding on the Internal
Revenue Service or a court of law, and no assurance can be given that
legislative or administrative action or judicial decisions that differ from the
opinion rendered below will not be forthcoming. Any such differences could be
retroactive to transactions or business operations prior to such action or
decisions.

     We express no opinion as to the federal income tax consequences other than
that described below, if any, or as to the effect of the Merger on other
transactions, or as to any state, local or foreign income or other tax
consequences with respect to the Merger.

     Based on the foregoing, we are of opinion, as of the date hereof and under
existing law, that the Merger will constitute a reorganization within the
meaning of section 368(a) of the Code; and that each of the Company, Merger Sub
and Parent will be a "party to the reorganization" within the meaning of Section
368(b) of the Code.

     We undertake no responsibility to update or supplement our opinion. We are
furnishing this letter to you solely for the purpose of satisfying Section
6.3(d) of the Agreement and in support of the information set forth under the
heading "Federal income tax consequences of the merger" in the Registration
Statement. 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
reference to our firm under such heading in the Registration Statement. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended. This letter is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent.

                                    Very truly yours,

                                    Foley, Hoag & Eliot LLP


                                    By: /s/ LEONARD SCHNEIDMAN
                                        -----------------------------------
                                        A Partner