EXHIBIT 5.1

              [LETTERHEAD POWELL, GOLDSTEIN, FRAZER & MURPHY LLP]


                                   December 17, 2001

Level 8 Systems, Inc.
8000 Regency Parkway
Cary, North Carolina  27511

  Re:  Amendment No. 1 to Registration Statement on Form S-3
       -----------------------------------------------------

Ladies and Gentlemen:

  We have acted as counsel to Level 8 Systems, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing of this Registration
Statement on Form S-3 (Regis. No. 333-70596), as amended by Amendment No. 1
thereto (the "Registration Statement"), under the Securities Act of 1933, as
amended, on the date hereof. The Registration Statement relates to the offering
of up 3,905,420 shares of common stock (the "Registered Shares"), $.001 par
value ("the Common Stock"), of the Company to be sold from time to time by
certain stockholders identified in the related prospectus (the "Selling
Stockholders").

  In our capacity as Company's counsel, we have examined the Registration
Statement and the related prospectus, and originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records, agreements,
documents and other instruments of the Company relating to the authorization and
issuance of the Registered Shares and such other matters as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth.

  In conducting our examination, we have assumed without independent
investigation or inquiry, the genuineness of all signatures, the legal capacity
of all natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified, conformed or reproduced copies, the authenticity of the originals
of such documents, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof. The
opinions set forth herein are limited to Delaware law and the federal laws of
the United States of America.

  Based upon the foregoing, and in reliance thereon, and subject to the
limitations and qualifications set forth herein, we are of the opinion that the
Registered Shares have been validly issued, are fully paid and non-assessable.

  We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the prospectus which is a part of the Registration Statement.


                                     Very truly yours,



                                     /s/ POWELL, GOLDSTEIN, FRAZER & MURPHY LLP