EXHIBIT 5.1

                 [Stradling Yocca Carlson & Rauth Letterhead]
                                  May 1, 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 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 20,401,901 shares of the Company's Common Stock,
$0.001 par value (the "Common Stock"), (i) 460,000 shares of which are issuable
to Titus pursuant to certain Common Stock Warrants dated April 14, 2000 (the
"Warrants") (ii) 15,183,685 shares of which are issuable to Titus pursuant to
the conversion of shares of Series A Preferred Stock issued to Titus pursuant to
that certain Stock Purchase Agreement dated April 14, 2000 between the Company
and Titus (subject to the anti-dilution adjustment provisions of the Series A
Preferred Stock), (iii) 100,000 shares of which are issuable to Liolios pursuant
to that certain Common Stock Warrant dated April 25, 2001, (iv) 1,824,897 shares
of which were issued to Universal Studios, Inc. ("Universal," and together with
Titus and Liolios, the "Selling Stockholders") in connection with the Stock
Purchase Agreement, dated January 25, 1994, between the Company, Brian Fargo,
and MCA Inc., as predecessor in interest to Universal, (v) 1,216,598 shares of
which were acquired by Universal from Brian Fargo pursuant to the Stock Purchase
Agreement, dated January 25, 1994, between the Company, Brian Fargo, and MCA,
Inc., as predecessor in interest to Universal, and (vi) 1,616,721 shares of
which were acquired by Universal from Brian Fargo pursuant to an Option
Agreement, dated March 30, 1994, between the Company, Brian Fargo, and MCA,
Inc., as predecessor in interest to Universal. 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 (a) the 4,658,216 shares of
outstanding Common Stock covered by the Registration Statement have been duly
authorized and validly issued, and are fully paid and nonassessable, and (b) the
15,743,685 shares of Common Stock covered by the Registration Statement that are
issuable to the Selling Stockholders pursuant to the exercise of the Warrants
and the conversion of the Series A Preferred Stock have been duly authorized,
and when issued in accordance with the terms of the Warrants and the Certificate
of Designation of the Series A Preferred Stock, respectively, will be validly
issued, 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