EXHIBIT 5.1


                                   May 2, 2008



Interplay Entertainment Corp.
100 N. Crescent Drive
Beverly Hills, CA 90210

Ladies and Gentlemen:

         We have  acted  as  counsel  for  Interplay  Entertainment  Corp.  (the
"Company") in connection with the filing of a Registration Statement on Form S-8
(the  "Registration  Statement") under the Securities Act of 1933,  covering the
offering of up to a total of 6,370,000  shares (the  "Shares") of the  Company's
common stock, par value $.001 per share, which may be issued by the Company upon
the  exercise  of  warrants  pursuant to three  warrant  agreements  dated as of
October 2, 2006, one between the Company and Herve Caen, one between the Company
and Eric Caen,  and one between the Company and Michael  Welter.  In  connection
therewith,  we have  examined such  corporate  records,  certificates  of public
officials  and other  documents and records as we have  considered  necessary or
proper for the purpose of this opinion. In our examination,  we have assumed the
completeness  and  authenticity of any document  submitted to us as an original,
the  completeness  and  conformity  to the  authentic  original of any  document
submitted to us as a copy,  the  genuineness  of all  signatures,  and the legal
capacity and mental competence of all natural persons.

         Based on the  foregoing,  we are of the opinion  that the Shares,  when
issued and  delivered  as  described  in the  Registration  Statement,  and upon
payment of the exercise  prices  thereof to the Company in accordance  with such
warrant agreements, will be validly issued, fully paid and nonassessable.

         This  opinion is being  rendered to be effective as of the date hereof.
We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities  Act of 1933, or the rules and  regulations of the Securities and
Exchange Commission thereunder.

         This opinion is furnished  solely in connection  with the  Registration
Statement, and may not be used for any other purpose without our express written
consent.

                                                     SHARTSIS FRIESE LLP


                                                     By: /S/ P. RUPERT RUSSELL
                                                         -----------------------
                                                     P. Rupert Russell
                                                     Partner