EXHIBIT 5.1

                                 NIDA & MALONEY
                           A Professional Corporation

                              Santa Barbara Office
                               800 Anacapa Street
                         Santa Barbara, California 93101
                                 (805) 568-1151
                            Facsimile (805) 568-1955


                               Los Angeles Office
                        879 West 190th Street, Suite 530
                          Los Angeles, California 90248
                                 (310) 532-5082
                            Facsimile (310) 532-8878

                                 March 20, 1998

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 March 20, 1998,  in  connection  with the  registration  of an
aggregate of 1,563,546 shares of the Company's Common Stock, par value $.001 per
share  (collectively,  the  "Shares"),  issued or issuable  under certain of the
Company's  individual employee stock options and stock awards identified therein
(the "Plans").

     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, to the extent and when issued and sold in
accordance  with the Plans and the  prospectus  delivered  or to be delivered to
participants in the Plan, the Shares are or 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 Plans  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
the Delaware General  Corporation Law, 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.