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EXHIBIT 5.01
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[Letterhead of McCarthy Tetrault]
July 31, 2000
Corel Corporation
1600 Carling Avenue
Ottawa, Ontario
K1Z 8R7
Dear Sirs:
Re: Registration Statement on Form S-8 of Corel Corporation
(the "Company")
We have examined the Registration Statement on Form S-8, relating to
the Corel Corporation Stock Option Plan and the Corel Corporation Stock Option
Plan 2000 (collectively, the "Plans") to be filed by the Company with the U.S.
Securities and Exchange Commission on or about July 31, 2000, (the "Registration
Statement"), in connection with the registration under the United States
Securities Act of 1993, as amended, of 6,386,844 of the Company's Common Shares
(and the associated rights under the Shareholder Rights Plan agreement, as
amended and restated as of March 31, 1999, by and between the Company and the
Montreal Trust Company of Canada, as Rights Agent) (the Common Shares together
with such rights, the "Shares"). We have examined such corporate records,
agreements and other instruments an documents as we have deemed necessary as a
basis for the opinion hereinafter expressed.
Based upon the foregoing and having regard to legal considerations
which we deemed relevant, we are of the opinion that up to 6,386,844 Shares to
which the above-mentioned Registration Statement relates, and which will be
issued by the Company, are duly authorized and, when issued by the Company upon
the exercise of options granted in accordance with the terms of the Plans, will
be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendment thereto, and the
Prospectus relating thereto.
Yours very truly,
/s/ McCarthy Tetrault
