EXHIBIT 5.1

                 [Stradling Yocca Carlson & Rauth Letterhead]
                               January 25, 2001

Interplay Entertainment Corp.
16815 Von Karman Ave.
Irvine, CA 92606

     Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

     At your request, we have examined the form of Amendment No. 1 to
Registration Statement on Form S-3 (the "Registration Statement") being filed by
Interplay Entertainment Corp., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 11,256,511 shares of the
Company's Common Stock, $0.001 par value (the "Common Stock"), (i) 404,848
shares of which were issued to RuneCraft Limited ("RuneCraft") in connection
with a Stock Purchase Agreement dated April 30, 1999 between the Company and
RuneCraft, (ii) 4,545,455 shares of which were issued to Titus Interactive, SA
("Titus") by the Company in connection with the Stock Purchase Agreement dated
March 18, 1999 between the Company, Titus and Brian Fargo, (iii) 6,250,000
shares of which were issued to Titus by the Company on November 9, 1999 in
connection with the Stock Purchase Agreement dated July 20, 1999 between the
Company, Titus and Brian Fargo, and (iv) 56,208 shares of which were issued to
Richard S. F. Lehrberg ("Lehrberg," and, together with RuneCraft and Titus, the
"Selling Stockholders") in connection with an Agreement and Release dated
November 30, 1999 between the Company and Lehrberg. The shares of Common Stock
may be offered for resale from time to time by and for the account of the
Selling Stockholders of the Company as named in the Registration Statement.

     We have reviewed the corporate actions of the Company in connection with
this matter and have examined such documents, corporate records and other
instruments as we have deemed necessary for the purposes of this opinion.

     Based on the foregoing, it is our opinion that the 11,256,511 shares of
Common Stock covered by the Registration Statement have been duly authorized and
validly issued, and are fully paid and nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement.

                                   Very truly yours,

                                   /s/ STRADLING YOCCA CARLSON & RAUTH