EXHIBIT 5.1

October 26, 2001

MAI Systems Corporation
9601 Jeronimo Road
Irvine, CA  92618

RE:  MAI Systems Corporation
     Registration Statement on Form S-8

Ladies & Gentlemen:

     I have acted as General Counsel to the Company in connection with the
registration of 1,250,000 shares of the common stock par value US $0.01 per
share ("Common Stock") of MAI Systems Corporation, a Delaware corporation (the
"Company"), under the Securities Act of 1933, as amended ("Securities Act"), as
described in the Registration Statement on Form S-8 (the "Registration
Statement") filed with the United States Securities and Exchange Commission on
or about the date hereof..

     In rendering the following opinion, I have examined and relied only upon
the documents and certificates of officers of the Company as are specifically
described below. In my examination, I have assumed the genuineness of all
signatures, the authenticity, accuracy and completeness of the documents
submitted to me as originals, and the conformity with the original documents of
all documents submitted to me as copies. My examination was limited to the
following documents and no others:

1.   Certificate of Incorporation of the Company, as amended to date;

2.   By-Laws of the Company;

3.   Resolutions adopted by the Board of Directors of the Company authorizing
     the MAI Systems Corporation 2001 Restricted Stock Plan (the "Plan"), and
     the issuance of the Common Stock; a Certificate of Inspector of Elections
     from Mellon Investor Services dated May 21, 2001 attesting to the approval
     by the shareholders of the Company of the Plan;

4.   The Registration Statement, together with all amendments thereto, exhibits
     filed in connection therewith and incorporated therein by reference and
     form of prospectus contained therein including all documents incorporated
     therein by reference; and

5.   The MAI Systems Corporation 2001 Restricted Stock Plan.

     I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.

     I have assumed that (i) the minutes of meetings and resolutions in writing
referred to herein are full and accurate records of resolutions passed in
meetings duly convened and held in accordance with the by-laws of the Company
and that such resolutions have not been amended or rescinded and are in full
force and effect; and (ii) there is no provision of the law of any jurisdiction,
other than Delaware, which would have any implication in relation to the opinion
expressed herein.

     Based upon and subject to the foregoing, it is my opinion that the Common
Stock, subject to effectiveness of the Registration Statement, and subject to
the proper execution and delivery of stock certificates evidencing the Common
Stock, when issued and delivered against payment therefor, if any, in accordance
with the terms of the Plan, and as set forth in the Registration Statement, will
constitute legally issued, fully paid and nonassessable shares of Common Stock
of the Company.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission promulgated thereunder.

     I am licensed to practice law only in the State of California. However, I
have not in connection with this opinion made an investigation of the laws of
any jurisdiction except the General Corporation Law of the State of Delaware,
and nothing in this opinion should be or shall be construed otherwise. This
opinion is limited strictly to the laws of the General Corporation Law of the
State of Delaware. This opinion is issued solely for your benefit and the
recipients of the Company's Common Stock referenced in the Registration
Statement, and is not to be relied upon by any other person, firm or entity or
in respect of any other matter.

     The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.

Sincerely,

/s/ DAVID M. GRIFFITH
-------------------------
    DAVID M. GRIFFITH

General Counsel
MAI Systems Corporation