EXHIBIT 5.1
                                                                                
                [Letterhead of Morris, Manning & Martin, L.L.P.]



                                 August 4, 1998

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

     Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted 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 a Registration Statement on Form
S-8, of a proposed offering of 5,729,784 shares of the Company's common stock,
par value $.01 per share (the "Shares"), including (i) up to 5,000,000 Shares
issuable pursuant to the Manhattan Associates LLC Option Plan (the "LLC Option
Plan"), (ii) 5,000,000 Shares less the number of shares of Common Stock issued
under the LLC Option Plan issuable pursuant to the Manhattan Associates, Inc.
Stock Incentive Plan (the "Stock Incentive Plan") and 729,784 Shares issued
outside the LLC Option Plan and Stock Incentive Plan (together with the Stock
Incentive Plan and LLC Option Plan, the "Plans").

     We have examined and are familiar with the 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 Shares under the Plans as would be necessary and
advisable for purposes of rendering this opinion.  Based upon and subject to the
foregoing, we are of the opinion that the Shares have been duly authorized and,
when issued as contemplated by the Plans, will be validly issued, fully paid and
nonassessable.

     We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Company's registration statement on Form S-8.


                                 Very truly yours,

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

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