EXHIBIT 5.1

                 [LETTERHEAD OF LATHAM & WATKINS APPEARS HERE]


                                 June 30, 1998




MicroStrategy Incorporated 
8000 Towers Crescent Drive
Vienna, Virginia  22182

               Re:   MicroStrategy Incorporated; Class A Common Stock., par
                     ------------------------------------------------------ 
                     value $0.001 per share
                     ----------------------

Ladies and Gentleman:

               We have acted as special counsel to MicroStrategy Incorporated 
(the "Company"), and we have examined the Registration Statement on Form S-8 
(the "Registration Statement"), to be filed with the Securities and Exchange 
Commission in connection with the registration under the Securities Act of 1993,
as amended, of (i) 8,000,000 shares of Class A Common Stock, par value $0.001 
per share (the "1996 Stock Plan Shares"), to be issued by the Company under the 
MicroStrategy Incorporated 1996 Stock Plan (the "1996 Stock Plan"); 300,000 
shares of Class A Common Stock, par value $0.001 per share (the "French Plan 
Shares"), to be issued by the Company under the MicroStrategy Incorporated 1997 
Stock Plan for French Employees (the "French Plan"); 200,000 shares of Class A 
Common Stock, par value $0.001 per share (the "Director Option Plan Shares") to 
be issued by the Company under the MicroStrategy Incorporated 1997 Director 
Option Plan (the "Director Option Plan"); and 700,000 shares of Class A Common 
Stock, par value $0.001 per share (the "Purchase Plan Shares") to be issued by 
the Company under the MicroStrategy Incorporated 1998 Employee Stock Purchase 
Plan (the "Purchase Plan").

               We have examined such questions of law and fact as we have 
considered necessary or appropriate for purposes of this opinion.

               We are opining herein as to the effect on the subject transaction
of only the General Corporation Law of the State of Delaware, and we express no 
opinion with respect to the 


 
Securities and Exchange Commission
June 30, 1998
Page 2

applicability thereto or the effect thereon of any other laws or as to any 
matters of municipal law or any other local agencies within any state.

     Subject to the foregoing and in reliance thereon, it is our opinion 
that:

     (i)   Upon the exercise of options granted pursuant to the 1996 Stock Plan 
and subject to the Company completing all actions and proceedings required on 
its part to be taken prior to the issuance of the 1996 Stock Plan Shares 
pursuant to the terms of the 1996 Stock Plan and the Registration Statement, 
including, without limitation, collection of required payment for such shares, 
the 1996 Stock Plan Shares will be validly issued, fully paid and non-assessable
securities of the Company;

     (ii)  Upon the exercise of options granted pursuant to the French Plan and 
subject to the Company completing all actions and proceedings required on its 
part to be taken prior to the issuance of the French Plan Shares pursuant to the
terms of the French Plan and the Registration Statement, including, without 
limitation, collection of required payment for such shares, the French Plan 
Shares will be validly issued, fully paid and non-assessable securities of the 
Company;

     (iii) Upon the exercise of options granted pursuant to the Director Option 
Plan and subject to the Company completing all actions and proceedings required 
on its part to be taken prior to the issuance of the Director Option Plan Shares
pursuant to the terms of the Director Option Plan and the Registration 
Statement, including, without limitation, collection of required payment for 
such shares, the Director Option Plan Shares will be validly issued, fully paid 
and non-assessable securities of the Company; and

     (iv)  Upon the exercise of options granted pursuant to the Purchase Plan 
and subject to the Company completing all actions and proceedings required on 
its part to be taken prior to the issuance of the Purchase Plan Shares pursuant 
to the terms of the Purchase Plan and the Registration Statement, including, 
without limitation, collection of required payment for such shares, the Purchase
Plan Shares will be validly issued, fully paid and non-assessable securities of 
the Company;

     We consent to your filing this opinion as an exhibit to the 
Registration Statement and to the reference to this opinion centered under the 
heading "Legal Matters."


 
                                       Very truly yours,


                                       /s/ Latham & Watkins
                                       ------------------------------
                                       Latham & Watkins