Exhibit 5 and 23.1

                  LANIER FORD SHAVER & PAYNE P.C.
                           P.O. Box 2087
                     Huntsville, Alabama 35804
                          (256) 533-1100

                           June 27, 2000
Board of Directors
Intergraph Corporation
One Madison Industrial Park
Huntsville, Alabama  35894-0001

Ladies and Gentlemen:

      As  counsel  for Intergraph Corporation, a Delaware  corporation
(the  "Company"), we are familiar with the records of the  proceedings
by which it was organized, the records of the proceedings by which its
Certificate  of Incorporation has from time to time been amended,  the
records  of  the proceedings by which the shares of its  common  stock
have  from time to time been issued, the proceedings by which the 2000
Intergraph Corporation Employee Stock Purchase Plan (herein called the
"Plan")  was authorized and adopted by the Board of Directors  of  the
Company,  and  the  proceedings by which the Plan was  authorized  and
approved by the stockholders of the Company.

      We  have  also reviewed such documents and records  as  we  have
deemed  necessary  to  enable us to express an informed  opinion  with
respect to the matters covered hereby.

      Based  upon  the  foregoing, we are  of  the  opinion  that  the
3,000,000 shares of common stock of the par value of ten cents  ($.10)
each of the Company that may be issued and sold from time to time upon
the  exercise of options granted in accordance with the Plan  will  be
duly authorized for issuance and will, when issued, sold and paid  for
in  accordance with the Plan and for a price not less than  ten  cents
($.10) per share, be validly issued, fully paid and nonassessable, and
no  personal  liability will attach to the holders thereof  under  the
laws of the State of Delaware in which the Company is incorporated and
in  the  State of Alabama in which its principal place of business  is
located.

      We  hereby  consent to the use of our name in  the  Registration
Statement (Form S-8), pertaining to the Plan as counsel who has passed
upon the legality of the shares of common stock that may be issued and
sold  under the Plan and to the use of this opinion as a part of  such
Registration Statement as required by Section 7 of the Securities  Act
of 1933, as amended.

                         Sincerely,

                         LANIER FORD SHAVER & PAYNE P.C.



                         By:     /s/ John R. Wynn
                            -----------------------
                                 John R. Wynn
                                 Member-Shareholder
JRW/sb