EXHIBIT 5.1

(COOLEY GODWARD LETTERHEAD)

September 12, 2003

PeopleSoft, Inc.
4460 Hacienda Drive
Pleasanton, California 94588

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing by PeopleSoft, Inc. (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering up to $41,000,000 of deferred obligations (the "Plan
Obligations") pursuant to its Executive 401(k) Plan and Executive Deferred
Compensation Plan (collectively, the "Plan").

In connection with this opinion, we have examined the Registration Statement and
related Prospectus, and such other documents, records, certificates, memoranda
and other instruments as we deem necessary as a basis for this opinion. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that:

(i) the Plan Obligations, when issued in accordance with the Plan, the
Registration Statement and related Prospectus, will be binding obligations of
the Company enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or other laws of general
applicability relating to or affecting enforcement of creditors' rights or by
general equity principles.

(ii) the Plan is by its terms intended to be an unfunded plan maintained
primarily for the purpose of providing deferred compensation for a select group
of highly compensated employees. To the extent that provisions of the Employee
Retirement Income Security Act ("ERISA") apply to unfunded plans maintained
primarily for the purpose of providing deferred compensation for a select group
of highly compensated employees, the Plan complies with those requirements of
ERISA.

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

Very truly yours,

Cooley Godward LLP

By:  /S/ THOMAS Z. REICHER
     -------------------------
        Thomas Z. Reicher