Exhibit 5.1

                                November 25, 2003



ANSYS, Inc.
275 Technology Drive - Southpointe
Canonsburg, Pennsylvania  15317

                     Re: Registration Statement on Form S-8
                         ----------------------------------

Ladies and Gentlemen:

     I am Corporate  Counsel of ANSYS,  Inc. (the "Company") and I have acted as
counsel  for the  Company in  connection  with the  preparation  of the Form S-8
Registration  Statement  to be filed by the  Company  with  the  Securities  and
Exchange  Commission for the  registration  under the Securities Act of 1933, as
amended,  of an additional  1,100,000  shares of the Company's common stock, par
value $.01 per share (the  "Shares"),  which are to be offered from time to time
to certain  officers,  employees  and  directors of the Company  pursuant to the
terms of the  Company's  1996 Stock  Option  and Grant  Plan,  as  amended  (the
"Plan"),  and which may be sold by such  officers,  employees and directors from
time to time hereafter.

     I have  examined  the  originals,  certified  copies  or  copies  otherwise
identified  to my  satisfaction  as being true copies of the Plan and such other
documents  as I have  deemed  necessary  or  appropriate  for  purposes  of this
opinion.

     Based on the foregoing,  I am of the opinion that the Shares have been duly
and validly  authorized and reserved for issuance and, when issued upon exercise
of options granted under the Plan and pursuant to the terms of the Plan, will be
legally and validly issued, fully paid and nonassessable.

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

                                            Very truly yours,

                                            /s/ David Secunda

                                            David Secunda