EXHIBIT 5

                                    April 2, 1997




(310) 552-8500                                                       01198-00001

Altris Software, Inc.
9339 Carroll Park Drive
San Diego, California  92121

    Re:  REGISTRATION STATEMENT ON FORM S-8

Gentlemen:

    We have acted as special counsel to Altris Software, Inc., a California
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement") with respect to the registration under
the Securities Act of 1933, as amended (the "Act") of 625,000 shares of Common
Stock, no par value (the "Shares"), of the Company which have been reserved for
issuance from time-to-time pursuant to awards granted and to be granted pursuant
to the Company's Amended and Restated 1996 Stock Incentive Plan (the "Plan").

    We are familiar with the corporate actions taken and to be taken by the
Company in connection with the authorization, issuance and sale of the Shares
and have made such other legal and factual inquiries as we deem necessary for
the purpose of rendering this opinion.

    We have examined, among other things, the Company's Articles of
Incorporation and Bylaws, the Plan and related agreements, and records of
corporate proceedings and other actions taken and proposed to be taken by the
Company in connection with the authorization, issuance and sale of the Shares
pursuant to awards granted under the Plan.  Based on the foregoing and in
reliance thereon, it is our opinion that the Shares, when issued pursuant to
awards granted and exercised in accordance with the provisions of the Plan and
related agreements, will be legally issued, fully paid and non-assessable.

    We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.  In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the General Rules and Regulations of the Commission.


                             Very truly yours,



                             /s/ GIBSON, DUNN & CRUTCHER LLP

                             GIBSON, DUNN & CRUTCHER LLP



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