EXHIBIT 5.1
                                                                     -----------


              [LETTERHEAD OF PIPER & MARBURY L.L.P. APPEARS HEAR]
 


                                February 6, 1997

   Sylvan Learning Systems, Inc.
   1000 Lancaster Street
   Baltimore, Maryland 21201

                    Re:  Registration Statement on Form S-3
                         ----------------------------------

   Dear Sirs:

        We have acted as counsel to Sylvan Learning Systems, Inc., a Maryland
   corporation (the "Company"), in connection with the Company's Registration
   Statement on Form S-3 (the "Registration Statement") filed on the date hereof
   with the Securities and Exchange Commission (the "Commission") under the
   Securities Act of 1933, as amended (the "Act").  The Registration Statement
   relates to 398,780 shares of the Company's Common Stock, par value $.01 per
   share (the "Shares"), which were previously issued by the Company and are
   being registered for resale by the holders thereof.

        In this capacity, we have examined the Company's Charter and By-Laws,
   the proceedings of the Board of Directors of the Company relating to the
   issuance of the Shares and such other documents, instruments and matters of
   law as we have deemed necessary to the rendering of this opinion. In such
   examination, we have assumed the genuineness of all signatures, the
   authenticity of all documents submitted to us as originals, and the
   conformity with originals of all documents submitted to us as copies.

        Based upon the foregoing, we are of the opinion and advise you that each
   of the Shares described in the Registration Statement has been duly
   authorized and validly issued and is fully paid and nonassessable.

        We hereby consent to the filing of this opinion as an exhibit to the
   Registration Statement.  In giving our consent, we do not thereby admit that
   we are in the category of persons whose consent is required under Section 7
   of the Act or the Rules and Regulations of the Commission thereunder.

                                       Very truly yours,


                                       PIPER & MARBURY L.L.P.