Exhibit 8.2

                      [LETTERHEAD OF STIKEMAN, ELLIOT]


                              February __, 1999


Discreet Logic Inc.
10 Duke Street
Montreal, Quebec
H3C 2L7


Dear Sirs:

                   RE:   AUTODESK, INC. ("AUTODESK") ACQUISITION OF
                         DISCREET LOGIC INC. ("DISCREET")

        We have acted as Canadian counsel to Discreet in connection with the 
proposed business combination with Autodesk, all as more fully described in a 
joint proxy statement/prospectus of Discreet and Autodesk included as part of 
a Registration Statement on Form S-4 filed under The Securities Act of 1933,
as amended (the "Registration Statement"). All terms referred to herein have
the meanings set forth in the Registration Statement which is incorporated by
reference.

        In connection with this opinion, we have examined and have assumed the
truth and accuracy of the contents of such documents and certificates of 
officers of and advisers to Discreet and Autodesk and of public officials as 
to factual matters and have conducted such searches in public registries in 
Canada as we have deemed necessary or appropriate for the purposes of this 
opinion but we have made no independent investigation regarding such factual 
matters. In our examination, we have assumed the genuineness of all 
signatures, the authenticity of all documents submitted to us as originals, 
the conformity to original documents of all documents submitted to us as 
certified or photostatic copies and the authenticity of the originals of such 
documents. We have further assumed that none of the resolutions and 
authorities of the shareholders or directors of Discreet and the Autodesk 
Companies upon which we have relied has been varied, amended or revoked in any
respect or has expired and that the business combination of Discreet and 
Autodesk will be carried out in accordance with


 
                                   - 2 - 

such resolutions and authorities and as contemplated by and described in the 
Registration Statement.

        We are admitted to practice law in the Province of Ontario, Canada 
and, accordingly, express no opinion on the laws of any jurisdiction other 
than the laws of Ontario and the laws of Canada as they relate to the matters 
therein, in force as at the date hereof.

        Our opinion addresses the Canadian federal income tax consequences to 
Discreet shareholders who, for purposes of the Income Tax Act (Canada) (the 
"Act"), deal at arm's length with Discreet, Autodesk, Dutchco, Autodesk 
Quebec and the Amalgamation Sub and who hold their Discreet Common Shares and 
will hold their New Discreet Exchangeable Shares as capital property.

        Our opinion is based on the current provisions of the Act, the 
regulations thereunder, all specific proposals to amend the Act and the 
regulations publicly announced by the Minister of Finance prior to the date 
hereof, and our understanding of the current published administrative 
practices and policies of Revenue Canada, Customs, Excise & Taxation ("Revenue
Canada"). This opinion does not otherwise take into account or anticipate any 
changes in law, whether by judicial, governmental, or legislative decision or 
action, nor does it take into account any foreign or provincial income tax 
legislation or considerations.

        We are of the opinion that, provided that:
        
        (a)     the adjusted cost base to a holder of New Discreet Class B
                Shares that are redeemed by New Discreet for Exchangeable
                Shares in connection with the proposed Transactions exceeds
                the aggregate of:

                (i)     the fair market value of the rights to be received by
                        such holder under the Voting and Exchange Trust
                        Agreement in respect of such holder's Exchangeable
                        Shares; and
                        
                (ii)    any cash received by such holder in lieu of a fraction
                        of an Exchangeable Share, and

        (b)     the holder files the appropriate elections with the relevant
                tax authorities within the required time such that the
                holder's proceeds of disposition do not exceed the adjusted
                cost base to the holder of such New Discreet Class B Shares,

such holder will not realize a capital gain or a capital loss for the purposes
of the Act on the Amalgamation or the redemption of the New Discreet Class B 
Shares.

        We hereby consent to the filing of this opinion with the United States
Securities and Exchange Commission 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.

        This opinion is to be construed in accordance with and governed by the
laws of the Province of Ontario.


                                                      STIKEMAN, ELLIOT