Exhibit 5.1
                                  Exhibit 23.3



                              Richard J. Luebke, Esq.
                                 General Counsel
                                GSE Systems, Inc.
                              9189 Red Branch Road
                            Columbia, Maryland 21045
                                 (410) 772-3500

GSE Systems, Inc.
9189 Red Branch Road
Columbia, Maryland 21045

         Re:      Registration Statement on Form S-1
                  Commission File No.:  333-69424

Ladies and Gentlemen:

                  I have acted as general counsel to GSE Systems, Inc. (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of
a Registration Statement on Form S-1 (File No. 333-69424) (the "Registration
Statement") relating to (i) the issuance by the Company to the holders of its
Common Stock, par value $.01 per share (the "Common Stock"), of rights to
purchase newly issued shares of Common Stock (the "Rights"), and (ii) the offer
and sale of shares of Common Stock upon the exercise of the Rights (the
"Shares"). The Rights will be issued to the holders of record of Common Stock as
of 5 p.m. Eastern Standard Time on October 26, 2001.

         As general counsel for the Company, I am familiar with the Company's
Charter and Bylaws and I have reviewed the corporate action taken by the Company
that provides for the issuance of the Rights and shares of Common Stock upon
exercise of the Rights. I am also familiar with the Registration Statement
substantially in the form in which it is intended to become effective. I have
examined and relied upon such corporate records of the Company and other
documents and certificates as to factual matters as I have deemed necessary or
appropriate for the purpose of rendering the opinion expressed herein. I have
assumed, without independent verification, the genuineness of the signatures on
and the authenticity of all documents furnished to me by the Company.

         Based on the foregoing, I am of the opinion that the issuance of the
Rights and the Shares has been duly authorized and when the Shares have been
duly issued upon the exercise of the Rights and the payment to the Company of
the subscription price therefor on the terms and conditions set forth in the
Registration Statement, the Shares will be validly issued, fully paid and
non-assessable.

         I express no opinion as to the laws of any jurisdiction other than the
corporate laws of the State of Delaware. I consent to the filing of this opinion
as an exhibit to the Registration Statement and to the use of my name under the
heading 'Legal Matters' in the Prospectus. In giving such consent, I do not
hereby concede that I am within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission thereunder.

                                                     Sincerely,


                                                     Richard J. Luebke