EXHIBIT 5.1 NIDA & MALONEY A Professional Corporation 801 Garden Street, Suite 201 Santa Barbara, California 93101 (805) 568-1151 Facsimile (805) 568-1955 Internet admin@nandm.com September 9, 1997 QAD Inc. 6450 Via Real Carpinteria, California 93013 Re: QAD Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel for QAD Inc., a Delaware corporation (the "Company"), in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, to be filed with the Securities and Exchange Commission (the "Commission") on September 5, 1997, in connection with the registration of an aggregate of 4,000,000 shares of the Company's Common Stock, par value $.01 per share (collectively, the "Shares"), issuable under the Company's 1997 Stock Incentive Program (the "Program"). In connection with the preparation of the Registration Statement and the proposed issuance and sale of the Shares in accordance with the Program and the Form S-8 prospectus to be delivered to participants in the Program, we have made certain legal and factual examinations and inquiries and examined, among other things, such documents, records, instruments, agreements, certificates and matters as we have considered appropriate and necessary for the rendering of this opinion. We have assumed for the purpose of this opinion the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies, and the genuineness of the signatures thereon. As to various questions of fact material to this opinion, we have, when relevant facts were not independently established, relied, to the extent deemed proper by us, upon certificates and statements of officers and representatives of the Company. Based on the foregoing and in reliance thereon, it is our opinion that the Shares have been duly authorized, and, when issued and sold in accordance with the Program and the prospectus to be delivered to participants in the Program, the Shares will be validly issued, fully paid and nonassessable. On the basis of the foregoing, we are of the further opinion that the provisions of the written document constituting the Program comply with the requirements of ERISA pertaining to such provisions. We hereby consent to the inclusion of our opinion as Exhibit 5.1 to the Registration Statement and further consent to the reference to this firm in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder. This opinion is rendered solely for your benefit in accordance with the subject transaction and is not to be otherwise used, circulated, quoted or referred to without our prior written consent. We are opining herein only as to the internal (and not the conflict of law) laws of the States of California and Delaware, and we assume no responsibility as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. Very truly yours, /S/ NIDA & MALONEY, P.C.