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                    ATER WYNNE HEWITT DODSON & SKERRITT, LLP
                         222 S.W. Columbia, Suite 1800
                            Portland, Oregon  97201
                             (503) 226-1191 (phone)
                              (503) 226-0079 (fax)

                                October 29, 1996


Board of Directors
OrCAD, Inc.
9300 S.W. Nimbus Avenue
Beaverton, Oregon  97008

Gentlemen:

        In connection with the registration of 200,000 shares of common stock,
par value $.01 per share (the "Common Stock"), of OrCAD, Inc., a Delaware
corporation (the "Company"), under the Registration Statement on Form S-8 to
be filed with the Securities and Exchange Commission on October 30, 1996, and
the proposed offer and sale of the Common Stock pursuant to the terms of the
Company's 1996 Employee Stock Purchase Plan (the "1996 Plan"), we have examined
such corporate records, certificates of public officials and officers of the
Company and other documents as we have considered necessary or proper for the
purpose of this opinion.

        Based on the foregoing and having regard to legal issues which we deem
relevant, it is our opinion that the shares of Common Stock to be offered
pursuant to the 1996 Plan, when such shares have been delivered against payment
therefor as contemplated by the 1996 Plan, will be validly issued, fully paid
and non-assessable.

        We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned registration statement.


                                            Very truly yours,



                                            Ater Wynne Hewitt Dodson & Skerritt