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                                                                     EXHIBIT 8.2

                        [COOLEY GODWARD LLP LETTERHEAD]

April 5, 2001

New Era of Networks, Inc.
6550 S. Greenwood Plaza Blvd.
Englewood, CO. 80111

Ladies and Gentlemen:

     This opinion is being delivered to you in connection with the Form S-4
Registration Statement (the "Registration Statement") filed in connection with
(i) the exchange offer (the "Offer") proposed to be made by Sybase, Inc., a
Delaware corporation ("Parent"), through its wholly-owned subsidiary, Neel
Acquisition Corp., a Delaware corporation ("Merger Sub"), to exchange shares of
Parent for shares of New Era of Networks, Inc., a Delaware corporation (the
"Company"), and (ii) the proposed merger of Merger Sub with and into the Company
(the "Merger"), in each case pursuant to the Agreement and Plan of
Reorganization dated as of February 20, 2001 (the "Reorganization Agreement"),
by and among Parent, Merger Sub, and the Company. Except as otherwise provided,
capitalized terms used but not defined herein shall have the meanings set forth
in the Reorganization Agreement.

     We have acted as counsel to the Company in connection with the Offer and
the Merger. As such, and for the purpose of rendering this opinion, we have
examined, and are relying upon (without any independent investigation or review
thereof) the truth and accuracy, at all relevant times, of the statements,
covenants, representations and warranties contained in the following documents
(including all exhibits and schedules attached thereto):

          (a) the Reorganization Agreement;

          (b) the Registration Statement, which includes the Preliminary
     Prospectus of Parent (the "Preliminary Prospectus");

          (c) those certain tax representation letters of even date herewith
     delivered to us by Parent, Merger Sub, the Company and certain related
     parties (the "Tax Representation Letters"); and

          (d) such other instruments and documents related to the formation,
     organization and operation of Parent, Merger Sub and the Company and to the
     consummation of the Offer and the Merger and the other transactions
     contemplated by the Reorganization Agreement as we have deemed necessary or
     appropriate.

     In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof) that:

          (a) Original documents submitted to us (including signatures thereto)
     are authentic, documents submitted to us as copies conform to the original
     documents, and that all such documents have been (or will be by the closing
     of the Offer or the Effective Time of the Merger, as the case may be) duly
     and validly executed and delivered where due execution and delivery are a
     prerequisite to the effectiveness thereof;

          (b) All representations, warranties and statements made or agreed to
     by Parent, Merger Sub and the Company, their managements, employees,
     officers, directors and stockholders in connection with the Offer and the
     Merger, including, but not limited to, those set forth in the
     Reorganization Agreement (including the exhibits thereto) and the Tax
     Representation Letters are true and accurate at all relevant times and any
     representation or statement made "to the knowledge of" or similarly
     qualified is correct without such qualification;
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April 5, 2001
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          (c) All covenants contained in the Reorganization Agreement (including
     exhibits thereto) and the Tax Representation Letters are performed without
     waiver or breach of any material provision thereof; and

          (d) The opinion of even date herewith rendered by Wilson Sonsini
     Goodrich & Rosati, P.C., to the Parent and filed as Exhibit 8.1 to the
     Registration Statement has been delivered and has not been withdrawn.

     Based on our examination of the foregoing items and subject to the
limitations, qualifications, assumptions and caveats set forth herein, we
believe that the discussion entitled "Material Federal Income Tax Consequences"
contained in the Preliminary Prospectus, insofar as it relates to statements of
law and legal conclusions, accurately sets forth the material federal income tax
considerations generally applicable to the Offer and the Merger.

     This opinion does not address the various state, local or foreign tax
consequences that may result from the Offer and the Merger or the other
transactions contemplated by the Reorganization Agreement. In addition, no
opinion is expressed as to any federal income tax consequence of the Offer or
Merger or the other transactions contemplated by the Reorganization Agreement
except as specifically set forth herein, and this opinion may not be relied upon
except with respect to the consequences specifically discussed herein.

     No opinion is expressed as to any transaction other than the Offer and the
Merger as described in the Reorganization Agreement, or as to any transaction
whatsoever, including the Offer and the Merger, if any of the representations,
warranties, statements and assumptions material to our opinion and upon which we
have relied are not accurate and complete in all material respects at all
relevant times.

     This opinion only represents our best judgment as to the federal income tax
consequences of the Offer and the Merger and is not binding on the Internal
Revenue Service or any court of law, tribunal, administrative agency or other
governmental body. The conclusions are based on the Internal Revenue Code of
1986, as amended, existing judicial decisions, administrative regulations and
published rulings. Because this opinion is being delivered prior to the
Effective Time of the Merger, it must be considered prospective and dependent on
future events. No assurance can be given that future legislative, judicial or
administrative changes or interpretations would not adversely affect the
accuracy of the conclusions stated herein. Nevertheless, by rendering this
opinion, we undertake no responsibility to advise you of any new developments in
the application or interpretation of the federal income tax laws.

     This opinion is being delivered solely in connection with the filing of the
Registration Statement. It is intended for the benefit of the Company and may
not be relied upon or utilized for any other purpose or by any other person and
may not be made available to any other person without our prior written consent.

     We consent to the reference to our firm under the caption "Material Federal
Income Tax Consequences" in the Preliminary Prospectus and to the reproduction
and filing of this opinion as an exhibit to the Registration Statement.

                                          Sincerely,

                                          COOLEY GODWARD LLP

                                          /s/ SUSAN COOPER PHILPOT
                                          ---------------------------
                                          Susan Cooper Philpot



Susan Cooper Philpot
SCP:dm