[LETTERHEAD OF GAMBRELL & STOLZ APPEARS HERE]










                               September 5, 1995


                                                                EXHIBIT 5.1


Board of Directors
American Software, Inc.
470 East Paces Ferry Road
Atlanta, Georgia 30305

Gentlemen:

        We are familiar with the proceedings taken and proposed to be taken by
American Software, Inc., a Georgia corporation (the "Company"), in connection
with its Amended and Restated Incentive Stock Option Plan, its Amended and
Restated Nonqualified Stock Option Plan, its Amended and Restated 1991 Employee
Stock Option Plan and its Amended and Restated Director and Officer Stock Option
Plan (collectively, the "Plans"), the granting of options to purchase $.10 par
value Class A Common Shares of the Company (the "Shares") pursuant to the Plans
and the issuance of the Shares upon exercise of such options. We understand that
as of September 5, 1995 the aggregate number of Shares that may be issued
pursuant to options granted under the Plans is 3,087,115.

        An Amendment to the Amended and Restated 1991 Employee Stock Option 
Plan to increase the number of authorized shares under this Plan by 500,000 
shares (the "Amendment"), is being presented to the Shareholders of the Company 
for their approval by majority vote of those attending or represented by proxy 
at the 1995 Annual Meeting of Shareholders of the Company, scheduled to be held 
on September 6, 1995, which vote shall take into account the relative voting 
rights of holders of Class A Common Shares and Class B Common Shares of the 
Company.

        We have assisted in the preparation of the Registration Statement on 
Form S-8 (the "Registration Statement") to be filed by the Company with the 
Securities and Exchange Commission for the purpose of registering under the 
Securities Act of 1933, as amended, an aggregate of 3,587,115 Shares reserved 
for issuance under the Plans. In connection therewith, we have examined, among 
other things, such records and documents as we have deemed necessary to express 
the opinions hereinafter set forth.

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[LOGO OF GAMBRELL & STOLZ APPEARS HERE]

Board of Directors
American Software, Inc.
September 5, 1995
Page 2.


     Based upon the foregoing, we are of the opinion that:

     (1) The Company is a duly organized and legally existing corporation under 
the laws of the State of Georgia.

     (2) When the Shareholders of the Company have approved the Amendment by 
majority vote, as described above, and when options for the purchase of not more
than 3,587,115 of the Shares have been granted to eligible employees under the 
Plans, without exceeding the limits of the individual Plans, such options will 
be legally constituted and obligations of the Company in accordance with their 
terms.

     (3) When the 3,587,115 Shares have been delivered by the Company upon the
exercise of options under the Plans against payment of the purchase price
therefor, without exceeding the limits of the individual Plans (assuming the
Shareholders of the Company have approved the Amendment by majority vote, as
described above), said Shares will be validly issued and outstanding, fully paid
and nonassessable. This opinion assumes compliance with applicable federal and
state securities laws and with proper corporate procedures regarding the
issuance of the Shares.

     We consent to the filing of this opinion as an exhibit to the Registration 
Statement and to the reference to this firm included therein.

                                        Very truly yours,

                                        GAMBRELL & STOLZ

                                        By: \s\ Henry B. Levi
                                            --------------------------------
                                            a Partner

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