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                                                                     EXHIBIT 5.1
 
                        (COOLEY GODWARD LLP LETTERHEAD)
 
   
October 11, 1996
    
 
Award Software International, Inc.
777 East Middlefield Road
Mountain View, CA 94043
 
Ladies and Gentlemen:
 
   
You have requested our opinion with respect to certain matters in connection
with the filing by Award Software International, Inc., a California corporation
(the "Company"), of a Registration Statement on Form S-1, as amended, (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") covering the underwritten public offering of up to 2,077,500
shares of the Company's common stock (the "Common Stock") (including 277,500
shares of Common Stock for which the underwriters will be granted an
over-allotment option).
    
 
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Amended and
Restated Articles of Incorporation and Bylaws, and the originals or copies
certified to our satisfaction of such records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below; and (ii) assumed that the
share of the Common stock will be sold by the underwriters at a price
established by the Pricing Committee of the Board of Directors of the Company.
 
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold, issued and paid for in accordance with the
Registration Statement and related Prospectus, will be validly issued, fully
paid and nonassessable.
 
We consent to the reference to our firm under the caption "Legal Matters" in the
prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
 
Very truly yours,
 
Cooley Godward LLP
 
By:
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     James C. Kitch