EXHIBIT 5.1

                                 August 20, 2001

Autodesk, Inc.
111 McInnis Parkway
San Rafael, California  94903

     Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about August 20, 2001 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 1,914,990 additional shares of Common
Stock, par value $0.01 per share ("Common Stock") under the 1996 Stock Plan,
1,094,280 additional shares of Common Stock under the 1998 Employee Qualified
Stock Purchase Plan and 2,100,000 additional shares of Common Stock under the
Nonstatutory Stock Option Plan (which Plans are referred to herein,
collectively, as the "Plans" and which shares of Common Stock are referred to
herein, collectively, as the "Shares"). As your legal counsel, we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with the proposed sale and issuance of the Shares pursuant
to the Plans.

     It is our opinion that, when issued and sold in the manner referred to in
the Plans, the Shares will be legally and validly issued, fully paid and
nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendment thereto.

                                      Very truly yours,

                                      WILSON SONSINI GOODRICH & ROSATI
                                      Professional Corporation

                                      /s/ Wilson Sonsini Goodrich & Rosati