Exhibit 5.1

                                  OPINION OF COUNSEL



                                   August 1, 1996



Gupta Corporation
1060 Marsh Road
Menlo Park, CA  94025


    REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

    We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about August 2, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 1,000,000 shares of your
Common Stock (the "Shares") reserved for issuance under the 1995 Stock Option
Plan (the "Plan").  As your legal counsel, we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by you in
connection with the sale and issuance of the Shares under the Plan.

    It is our opinion that, when issued and sold in the manner referred to in
the Plan and pursuant to the respective agreement which accompanies each grant
under the Plan, the Shares will be legally and validly issued, fully paid and
nonassessable.

    We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments to it.

                                  Sincerely,

                                  /s/ Venture Law Group

                                  VENTURE LAW GROUP