EXHIBIT 5.1

[FOLEY HOAG LLP LETTERHEAD]

                                                August 12, 2002

Progress Software Corporation
14 Oak Park
Bedford, MA 01730

Ladies and Gentlemen:

We have acted as counsel for Progress Software Corporation, a Massachusetts
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
relating to the offering by the Company of up to an aggregate of 3,500,000
shares (the "Shares") of its common stock, $.01 par value ("Common Stock"),
issuable, either under awards currently outstanding or under awards issuable
subsequent to the date hereof, pursuant to the Progress Software Corporation
2002 Nonqualified Stock Plan (the "Plan").

In arriving at the opinions expressed below, we have examined and relied on the
following documents:

(i)      the Registration Statement;

(ii)     the Plan;

(iii)    the Restated Articles of Organization of the Company, as amended as of
the date hereof;

(iv)     the By-Laws of the Company, as amended as of the date hereof; and

(v)      the records of meetings and consents of the Board of Directors and
stockholders of the Company provided to us by the Company.

In addition, we have examined and relied on the originals or copies certified or
otherwise identified to our satisfaction of all such other records, documents
and instruments of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below.

We express no opinion other than as to the laws of The Commonwealth of
Massachusetts.




Based upon the foregoing, we are of the opinion that the Company has the
corporate power necessary for the issuance of the Shares under the Plan, as
contemplated by the Registration Statement. The Shares have been duly authorized
and, when issued against payment of the agreed consideration therefor in
accordance with the Plan, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.

Very truly yours,

                                            FOLEY HOAG LLP


                                            By /s/ Alexander H. Pyle
                                               ------------------------
                                               A Partner