KIRKPATRICK & LOCKHART LLP
                         1800 Massachusetts Avenue, N.W.
                                  Second Floor
                           Washington, D.C. 20036-1800



                                   Exhibit 5.1


                                   May 8, 1998



ITC Learning Corporation
13515 Dulles Technology Drive
Herndon, Virginia 20171-3413

      Re:   ITC Learning Corporation
            Registration Statement on Form S-8
            ----------------------------------

Ladies/Gentlemen:

      We  have  acted  as  counsel  to  ITC  Learning  Corporation,  a  Maryland
corporation  ("Corporation"),  in connection  with the preparation and filing of
the   above-captioned   Registration   Statement  on  Form  S-8   ("Registration
Statement")  under the  Securities  Act of 1933,  as  amended,  covering  awards
relating to 200,000  shares of Common Stock,  $0.10 par value per share ("Common
Stock"),  of the Corporation  pursuant to the Corporation's 1998 Incentive Stock
Plan ("Plan").

      We have examined  copies of the  Registration  Statement,  the  Prospectus
forming a part thereof,  the  Certificate  of  Incorporation  and By-Laws of the
Corporation,  each as amended to date,  the  minutes  of  various  meetings  and
unanimous written consents of the Board of Directors and the shareholders of the
Corporation, and original, reproduced or certified copies of such records of the
Corporation and such agreements,  certificates of public officials, certificates
of officers and  representatives  of the Corporation and others,  and such other
documents,  papers,  statutes and  authorities  as we deem necessary to form the
basis  of the  opinions  hereinafter  expressed.  In such  examination,  we have
assumed  the  genuineness  of all  signatures  and the  conformity  to  original
documents of all documents  supplied to us as copies. As to various questions of
fact material to such opinions,  we have relied upon statements and certificates
of officers and representatives of the Corporation and others.

      Based on the  foregoing,  we are of the  opinion  that each of the 200,000
shares of Common Stock,  when issued in  accordance  with the terms of the Plan,
will  be  duly  and  validly   issued  by  the   Corporation,   fully  paid  and
non-assessable.




ITC Learning Corporation
May 8, 1998
Page 2



      We hereby  consent to your filing a copy of this  Opinion as an exhibit to
said Registration Statement.

                                       Very truly yours,



                                       /s/KIRKPATRICK & LOCKHART LLP
                                       KIRKPATRICK & LOCKHART LLP