EXHIBIT 5.1

                                 [Letterhead of
                            MORRIS, MANNING & MARTIN
                        A Limited Liability Partnership

                                Attorneys At Law
                         1600 Atlanta Financial Center
                           3343 Peachtree Road, N.E.
                          Atlanta, Georgia  30326-1044
                             Telephone 404-233-7000
                             Facsimile 404-365-9532

                                    Member,
                           Commercial Law Affiliates
                             With Independent Firms
                         In Principal Cities Worldwide]


                                 April 2, 1998



Manhattan Associates, Inc.
2300 Windy Ridge Parkway
Suite 700
Atlanta, Georgia  30339

     Re:  Registration Statement on Form S-1:  Registration No. 333-47095
          ---------------------------------------------------------------

Ladies and Gentlemen:

     We have served as counsel for Manhattan Associates, Inc., a Georgia
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to the Company's Registration
Statement on Form S-1 (No. 333-47095) (the "Registration Statement"), of a
proposed public offering of 3,000,000 shares (the "Shares") of the Company's
authorized common stock, $.01 par value (the "Common Stock"), all of which are
to be sold by the Company. In addition, certain selling stockholders (the
"Selling Stockholders") have granted to the underwriters an option to purchase
450,000 shares of Common Stock to cover over-allotments, if any (the "Over-
Allotment Shares").

     We have examined and are familiar with originals or copies (certified or
otherwise identified to our satisfaction) of such documents, corporate records
and other instruments relating to the incorporation of the Company and to the
authorization and issuance of the outstanding shares of Common Stock and the
Shares and the Over-Allotment Shares to be sold by the Company and the Selling
Stockholders, respectively, as we have deemed necessary and advisable.

     Based upon the foregoing and having regard for such legal considerations
that we have deemed relevant, it is our opinion that:

 
Morris, Manning & Martin
April 2, 1998
Page 2

          1.  The 3,000,000 Shares to be issued and sold by the Company will be,
     upon issuance, sale and delivery as contemplated in the Registration
     Statement, legally and validly issued, fully paid and nonassessable.

          2.  The Over-Allotment Shares to be sold by the Selling Stockholders,
     upon the exercise of the over-allotment option by the Underwriters, will be
     legally and validly issued, fully paid and nonassessable.

     We do hereby consent to the reference to our firm under the heading "Legal
Matters" in the Prospectus contained in the Registration Statement and to the
filing of this Opinion as Exhibit 5.1 thereto.


                                    Respectfully,

                                    MORRIS, MANNING & MARTIN, L.L.P.


                                    /s/ Morris, Manning & Martin, L.L.P.