[LETTERHEAD OF GAMBRELL & STOLZ, L.L.P. APPEARS HERE]

                                October 7, 1996




WRITER'S DIRECT DIAL:                                                EXHIBIT 5.1
404/221-6508


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 October 7, 1996 the aggregate number of Shares that may be issued after
the date hereof pursuant to options granted under the Plans is 3,950,486.

      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 3,950,486 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.

      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 options for the purchase of not more than 3,950,486 of the Shares
have been granted to eligible employees under the Plans, without exceeding the
limits of the individual

      GAMBRELL & STOLZ, L.L.P.

      Board of Directors
      American Software, Inc.
      October 7, 1996
      Page 2.



 
      Plans, such options will be legally constituted and obligations of the
      Company in accordance with their terms.

             (3)    When such 3,950,486 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, 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, L.L.P.



                                        By: /s/ Henry D. Levi
                                           -----------------------------------
                                             a Partner