Exhibit 5.1

                    [Gibson, Dunn & Crutcher LLP Letterhead]

                                  July 1, 2003


(415) 393-8200                                                      C72711-00039


PeopleSoft, Inc.
4460 Hacienda Drive
Pleasanton, California 94588

     Re:  Registration Statement on Form S-4 of PeopleSoft, Inc.

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-4 (the "Registration
Statement"), of PeopleSoft, Inc., a Delaware corporation (the "Corporation"),
filed under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the registration of up to 62,329,345 shares (the "Shares") of the
Corporation's common stock, par value $.01 per share ("Common Stock"), and
associated preferred stock purchase rights, to be issued in exchange for shares
of common stock, par value $.001 per share, of J.D. Edwards & Company ("J.D.
Edwards"), and associated stock purchase rights, pursuant to the Amended and
Restated Agreement and Plan of Merger and Reorganization, dated as of June 16,
2003, among the Corporation, J.D. Edwards and Jersey Acquisition Corporation, a
wholly-owned subsidiary of the Corporation (the "Merger Agreement").

     We have examined the originals or certified copies of such corporate
records, certificates of officers of the Corporation and/or public officials and
such other documents and have made such other factual and legal investigations
as we have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as conformed or
photostatic copies and the authenticity of the originals of such copies.

     Based on our examination described above, subject to the assumptions stated
above and relying on the statements of fact contained in the documents that we
have examined, we are of the opinion that (i) the issuance by the Corporation of
the Shares in connection with the


PeopleSoft, Inc.
July 1, 2003
Page 2

transactions contemplated by the Merger Agreement has been duly authorized and
(ii) when issued as described in the Registration Statement in compliance with
the Merger Agreement, the Shares will be validly issued, fully paid and
non-assessable.

     We are admitted to practice in the State of California, and are not
admitted to practice in the State of Delaware. However, for the limited
purposes of our opinion set forth above, we are generally familiar with the
General Corporation Law of the State of Delaware (the "DGCL") as presently in
effect and have made such inquiries as we consider necessary to render this
opinion with respect to a Delaware corporation. This opinion letter is limited
to the laws of the State of California and, to the limited extent set forth
above, the DGCL, as such laws presently exist and to the facts as they
presently exist. We express no opinion with respect to the effect or
applicability of the laws of any other jurisdiction. We assume no obligation to
revise or supplement this opinion letter should the laws of such jurisdictions
be changed after the date hereof by legislative action, judicial decision or
otherwise.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption
"Legal Matters" in the Registration Statement and the prospectus which forms a
part thereof. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act or the General Rules and Regulations of the Securities and Exchange
Commission.


                                   Very truly yours,



                                   /s/ GIBSON, DUNN & CRUTCHER LLP


DDS/LAF/MLF/LYD