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                                                                     EXHIBIT 5.1




                                        June 7, 1996



Software 2000, Inc.
25 Communications Way
Hyannis,  MA  02601

        Re:   Registration Statement on Form S-8 Relating to the 1984 Incentive
              Stock Option Plan, 1989 Stock Option Plan, 1995 Stock Plan and
              1995 Non-Employee Director Stock Option Plan (the "Plans") of
              Software 2000, Inc. (the "Company")

Dear Sir or Madam:

         Reference is made to the above-captioned Registration Statement on Form
S-8 (the "Registration Statement") filed by the Company on or about June 5, 1996
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to an aggregate of 7,244,295 shares of Common Stock, $.01 par
value per share, of the Company issuable pursuant to the Plans (the "Shares").

         We have examined, are familiar with, and have relied as to factual
matters solely upon, copies of the Plans, the Second Restated Articles of
Organization, the Second Amended and Restated By-Laws of the Company, the minute
books and stock records of the Company and originals of such other documents,
certificates and proceedings as we have deemed necessary for the purpose of
rendering this opinion.

         Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the related Plans according to the terms of any option or purchase right granted
thereunder and duly authorized by the Company's Board of Directors or
Compensation Committee and/or any related agreements with the Company, the
Shares will be validly issued, fully paid and nonassessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.

                                        Very truly yours,



                                        TESTA, HURWITZ & THIBEAULT, LLP