EXHIBIT 5.01

OPINION AND CONSENT OF FENWICK & WEST LLP

August 9, 2005

Macromedia, Inc.

601 Townsend Street

San Francisco, CA. 94103

Gentlemen/Ladies:

At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Macromedia, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about August 9, 2005 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 2,642,632 shares of the Company’s Common Stock (the “Stock”), subject to issuance by the Company upon the exercise of (a) stock options granted under the Macromedia, Inc. 2002 Equity Incentive Plan, as amended (the “2002 Plan”), (b) stock options subject to outstanding options under non-plan stock option grants (the “Non-Plan Options”) or (c) purchase rights granted or to be granted under the Macromedia, Inc. 2003 Employee Stock Purchase Plan, as amended (the “Purchase Plan”). The plans referred to in clauses (a) through (c) above are collectively referred to in this letter as the “Plans”. In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following.

(1) the Company’s Amended and Restated Certificate of Incorporation, certified by the Delaware Secretary of State on August 17, 1994; the Company’s Certificate of Amendment of Restated Certificate of Incorporation, certified by the Delaware Secretary of State on September 21, 1995; and the Company’s Certificate of Amendment of Restated Certificate of Incorporation, certified by the Delaware Secretary of State on August 11, 2000.

(2) the Company’s Bylaws, certified by the Company’s Secretary on October 18, 2004.

(3) the Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference.

(4) the Prospectuses prepared in connection with the Registration Statement.

(5) the minutes of meetings and actions by written consent of the stockholders and Board of Directors that are contained in the Company’s minute books.

(6) the stock records that the Company has provided to us (consisting of a certificate from the Company’s transfer agent of even date herewith verifying the number of the Company’s issued and outstanding shares of capital stock as of the date hereof and a list of option and warrant holders respecting the Company’s capital and of any rights to purchase capital stock that was prepared by the Company and dated August 9, 2005 verifying the number of such issued and outstanding securities).

(7) a Management Certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations (the “Management Certificate”).

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as

copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Stock have been, or will be when issued, properly signed by authorized officers of the Company or their agents.

As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Management Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

We are admitted to practice law in the State of California, and we render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, of the State of California and of the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto.

Based upon the foregoing, it is our opinion that the 2,642,632 shares of Stock that may be issued and sold by the Company upon the exercise of (a) stock options and purchase rights granted or to be granted under the 2002 Plan, (b) the Non-Plan Options and (c) purchase rights granted or to be granted under the Purchase Plan, when issued, sold and delivered in accordance with the applicable plan and purchase agreements to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and the relevant Prospectus, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto. This opinion is intended solely for use in connection with issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

Very truly yours,
FENWICK & WEST LLP
By:	/s/ Fenwick & West LLP
	FENWICK & WEST LLP