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.