EXHIBIT 5 & 23.1

     December  15,  2000



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

     Re:          Registration  Statement  on  Form  S-8  Level  8 Systems, Inc.
                  2000  Stock  Grant  Retention  Plan

Ladies  and  Gentlemen:

     We have served as counsel for Level 8 Systems, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933,  as  amended,  pursuant  to  a  Registration  Statement  on  Form S-8 (the
"Registration  Statement"),  of  43,734  shares  (the "Shares") of common stock,
$.001  par  value,  of  the Company, to be issued by the Company pursuant to the
Level  8  Systems,  Inc.  2000  Stock  Grant  Retention  Plan  (the  "Plan").

     We  have  examined  and  are  familiar with originals or copies (certified,
photostatic  or  otherwise  identified  to  our satisfaction) of such documents,
corporate  records  and  other  instruments relating to the incorporation of the
Company  and  the authorization of the grants of securities pursuant to the Plan
as  we  have  deemed  necessary  and  advisable.  In  such examinations, we have
assumed  the  genuineness  of  all  signatures  on  all  originals and copies of
documents we have examined, the authenticity of all documents submitted to us as
originals  and  the conformity to original documents of all certified, conformed
or  photostatic  copies.  As  to  questions of fact material and relevant to our
opinion,  we  have  relied  upon  certificates  or  representations  of  Company
officials  and  of  appropriate  governmental  officials.

     We  express  no  opinion  as  to matters under or involving the laws of any
jurisdiction  other  than  the  corporate  law  of  the  State  of  Delaware.

     Based  upon  and  subject to the foregoing and having regard for such legal
considerations  as  we  have  deemed  relevant,  it  is  our  opinion  that:

     1.     The  Shares  have  been  duly  authorized;  and

     2.     Upon the issuance and delivery of the Shares as provided in the Plan
            and  as contemplated by the Registration Statement, such Shares will
            be validly issued,  fully  paid  and  non-assessable.

     We  hereby  consent  to  the  filing  of  this  opinion as Exhibit 5 to the
Registration  Statement.

     Very  truly  yours,



/s/   POWELL,  GOLDSTEIN,  FRAZER  &  MURPHY  LLP