Exhibit 8.1


         [LETTERHEAD OF COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN,P.C.]






                                                 June 2, 1998






Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Ladies and Gentlemen:

         We have been requested by Mentus Media Corp. (the "Company"), a
Delaware corporation, to furnish our opinion in connection with the registration
statement (the "Registration Statement") on Form S-4, filed concurrently
herewith, with respect to the registration of $45,000,000 principal amount of
Series B 12% Senior Secured PIK Notes due 2003 of the Company (the "Series B
Notes") to be offered (the "Exchange Offer") in exchange for outstanding 12%
Senior Secured PIK Notes due 2003 (the "Series A Notes").

         We have made such examination as we have deemed necessary for the
purpose of this opinion. Based upon the terms of the Exchange Offer, of the
Series A Notes and of the Series B Notes, which are set forth in the
Registration Statement, it is our opinion that the summary set forth under the
heading "Certain Federal Income Tax Consequences" in the Registration Statement
accurately describes, in all material respects, the material federal income tax
consequences of the Exchange Offer to the holders of the Series A Notes.

         The foregoing opinion is based upon current provisions of the Internal
Revenue Code of 1986, as amended, the Treasury Regulations promulgated
thereunder, published pronouncements of the Internal Revenue Service, and case
law, any of which may be changed at any time with retroactive effect. We
undertake no obligation to update





this opinion in respect of any such changes.

         The opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purposes or
relied upon or furnished to any other person without our prior written consent.

         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement.

                                              Very truly yours,

                                              COOPERMAN, LEVITT WINIKOFF
                                                    LESTER & NEWMAN, P.C.

                                              By   /s/  Mark L. Lubin
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