Exhibit 5.1

                               (TORYS LETTERHEAD)


                                                April 17, 2006



Corel Corporation
1600 Carling Avenue
Ottawa, Ontario
K1Z 8R7

ATTN: CHRISTOPHER DIFRANCESCO
VICE PRESIDENT, LEGAL AND GENERAL COUNSEL

Dear Sirs, Mesdames:

      We have acted as special counsel to Corel Corporation, a corporation
organized under the federal laws of Canada (the "Company"), in connection with
the Company's initial public offering of up to (i) 5,000,000 common shares of
the Company, no par value, (the "Company Shares") to be issued and sold by the
Company , (ii) 3,000,000 common shares of the Company, no par value (the
"Selling Shareholders' Shares"), to be sold by certain selling shareholders (the
"Selling Shareholders") and (iii) up to 1,200,000 common shares of the Company,
no par value, of which up to 800,0000 shares may be sold by the Selling
Shareholders (the "Selling Shareholders' Over-Allotment Shares") and up to
400,000 shares may be issued and sold by the Company (the "Company
Over-Allotment Shares"), in each case, upon exercise of an over-allotment option
by Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc., Deutsche Bank
Securities Inc., Piper Jaffray & Co., CIBC World Markets Corp. and Canaccord
Adams Inc. (collectively, the "Representatives") as set forth in the
Underwriting Agreement to be entered into by and among the Company, the Selling
Shareholders, the Representatives and the other underwriters named therein (the
"Underwriting Agreement").

      This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K of the Securities Act of 1933 (the "Securities
Act").

         All opinions expressed below concerning the laws of the Province of
Ontario and the federal laws of Canada are given by members of the Law Society
of Upper Canada.

         In connection with this opinion, we have examined (i) the registration
statement on Form F-1 filed by the Company under the Securities Act of 1933, as
amended (the "Securities Act) on April 4, 2006, and Amendment No. 1 thereto
filed on April 7, 2006 and Amendment No. 2 thereto filed on April 12, 2006 (such
registration statement, as so amended being hereinafter referred to as the
"Registration Statement"), (ii) the form of Underwriting Agreement filed as an
exhibit to the Registration Statement, (iii) a specimen certificate evidencing
the common shares

                                     - 2 -


of the Company, (iv) the articles of the Company as in effect on the respective
dates of issuance of the Selling Shareholders' Shares and the Selling
Shareholders' Over-Allotment Shares and as in effect today, in each case as
amended to such date, as certified by the Secretary of the Company; (v) the
Bylaws of the Company as in effect on the respective dates of issuance of the
Selling Shareholders' Shares, the Selling Shareholders' Over-Allotment Shares
and as in effect today, in each case, as certified by the Secretary of the
Company; (vi) resolutions of the Board of Directors of the Company, relating to
the issuance of the Selling Shareholders' Shares, the Selling Shareholders'
Over-Allotment Shares and related matters and (ix) resolutions of the Board of
Directors of the Company, relating to the filing of the Registration Statement
and related matters as well as and such records and documents and such questions
of law as we have deemed necessary or appropriate for the purposes of this
opinion.

      On the basis of such examination, we advise you that in our opinion (i)
the Company Shares and the Company Over-Allotment Shares have been duly and
validly authorized and, when issued and paid for in accordance with resolutions
duly adopted by the Board of Directors of the Company, will be duly and validly
issued, fully paid and non-assessable; and (ii) the Selling Shareholders' Shares
and the Selling Shareholders' Over-Allotment Shares have been duly and validly
authorized and issued and are fully paid and non-assessable.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus constituting a part of the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of person whose consent is required by the Securities Act of 1933, or
the rules and regulations promulgated thereunder.


                                          Yours very truly,

                                          "Torys LLP"