Exhibit 5.1



                                 BRYAN CAVE LLP
                          1290 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10104
                                 (212) 541-2000

                           FACSIMILE: (212) 541-4630

                                November 18, 2002

Activision, Inc.
3100 Ocean Park Blvd.
Santa Monica, CA  90405

        Re: Activision, Inc.
            Registration Statement on Form S-3
            ----------------------------------

Ladies and Gentlemen:

     We refer to the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by Activision, Inc., a Delaware corporation (the
"Company"), on or about the date hereof with the Securities and Exchange
Commission (the "Commission") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 110,391 shares of the
Company's common stock, par value $.000001 per share (the "Common Stock"),
issued to the principal shareholders of Luxoflux Corporation ("Luxoflux") in
connection with the Company's acquisition of Luxoflux.

     We are familiar with the Amended and Restated Certificate of Incorporation,
as amended, and the Amended and Restated By-laws of the Company and have
examined copies of the merger agreement with Luxoflux, and originals or copies,
certified or otherwise identified to our satisfaction, of such other documents,
evidence of corporate action, certificates and other instruments, and have made
such other investigations of law and fact, as we have deemed necessary or
appropriate for the purposes of this opinion.

     Based upon the foregoing, it is our opinion that:

     (a) The Company has been duly incorporated and is validly existing under
the laws of the State of Delaware.

     (b) The 110,391 shares of Common Stock being registered for the account of
certain of the Company's stockholders have been duly authorized and are validly
issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in such
Registration Statement, including the Prospectus consisting a part thereof, and
any amendment thereto. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act, or the Rules and Regulations of the Commission thereunder.

                        Very truly yours,

                        /s/ Bryan Cave LLP