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Exhibit 8.1

[Cooley Godward LLP Letterhead]

              , 2005

VIA HAND DELIVERY

Adobe Systems Incorporated
345 Park Avenue
San Jose, CA 95110

Re:    Tax Opinion in Connection with Filing of Registration Statement in Form S-4

Ladies and Gentlemen:

        This opinion is being delivered to you (i) in connection with the filing of the Form S-4 Registration Statement (the "Registration Statement") pursuant to the Agreement and Plan of Merger and Reorganization (the "Reorganization Agreement") entered into as of April 17, 2005, by and among: ADOBE SYSTEMS INCORPORATED, a Delaware corporation ("Parent"); AVNER ACQUISITION SUB,  INC., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"); and MACROMEDIA, INC., a Delaware corporation ("Company"), and (ii) pursuant to Section 5.10 of the Reorganization Agreement. Pursuant to the Reorganization Agreement, Merger Sub will merge with and into Company (the "Merger"). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in the Reorganization Agreement. All section references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the "Code").

        We have acted as counsel to Parent in connection with 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;



(c)

those certain Tax Representation Certificates from Parent and Merger Sub, and from Company, each addressed jointly to Cooley Godward LLP and to Fenwick & West LLP (the "Tax Representation Certificates"); and



(d)

such other instruments and documents related to the formation, organization, and operation of Parent, Merger Sub, and Company, and to the consummation of 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:

(i)

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 Effective Time) duly and validly executed and delivered where due execution and delivery are a prerequisite to the effectiveness thereof;



(ii)

All representations, warranties, and statements made or agreed to by Parent, Merger Sub, and Company, and by their managements, employees, officers, directors, and stockholders in connection with the Merger, including, but not limited to, (x) those set forth in the Reorganization Agreement (including the exhibits thereto), (y) those set forth in the

Registration Statement, and (z) those set forth in the Tax Representation Certificates, are true and accurate at all relevant times;

(iii)

All covenants contained in the Reorganization Agreement (including exhibits thereto) will be performed without waiver or breach of any material provision thereof;



(iv)

The Merger will be consummated in accordance with the Reorganization Agreement without any waiver or breach of any material provision thereof, and the Merger will be effective under applicable state law; and



(v)

Any representation or statement made "to the knowledge of" or similarly qualified is correct without such qualification.

        Based upon and subject to the qualifications and limitations set forth herein and in the Registration Statement, we are of the opinion that:

I.

The Merger will constitute a "reorganization" for U.S. federal income tax purposes within the meaning of Section 368(a); and



II.

The statements in the Registration Statement under the caption "Adobe Proposal No. 1 and Macromedia Proposal No. 1—The Merger—Material Federal Income Tax Consequences" accurately summarize the material U.S. federal income tax consequences of the Merger.

        This opinion does not address the various state, local or foreign tax consequences that may result from the Merger or the other transactions contemplated by the Reorganization Agreement and does not address the federal tax consequences of any transaction other than the Merger as described in the Reorganization Agreement. In addition, no opinion is expressed as to any federal income tax consequence of the 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 whatsoever, including 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 Merger and is not binding on the Internal Revenue Service or on any court of law, tribunal, administrative agency or other governmental body. The conclusions are based on the Code, existing judicial decisions, administrative regulations, and published rulings. 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 Parent and Merger Sub and is not to be relied upon for any other purpose or by any other person without our prior written consent, provided, however, that this opinion may be relied upon by persons entitled to rely on it pursuant to applicable provisions of federal securities law.

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

Very truly yours,
Cooley Godward LLP
By:	Robert H. Miller

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Exhibit 8.1