Exhibit 5.1



November 21, 2003


Education Management Corporation
210 Sixth Avenue
Pittsburgh, PA  15222

Ladies and Gentlemen:

         I am Assistant General Counsel of Education Management Corporation (the
"Company") and I have acted as counsel for the Company in connection with the
preparation of the Registration Statement on Form S-8 to be filed by the Company
with the Securities and Exchange Commission for the registration under the
Securities Act of 1933, as amended, of 2,700,000 shares of the Company's common
stock, par value $0.01 per share (the "Shares"), which are to be issued from
time to time to certain employees, directors and consultants of the Company and
its affiliates in connection with the Education Management Corporation 2003
Incentive Plan (the "Plan").

         I have examined the originals, certified copies or copies otherwise
identified to my satisfaction as being true copies of the Plan and such other
documents as I have deemed necessary or appropriate for purposes of this
opinion.

         Based on the foregoing, I am of the opinion that the Shares have been
duly and validly authorized and reserved for issuance, and that the Shares, when
issued under the terms of the Plan, will be legally and validly issued, fully
paid and nonassessable.

         I hold 218 shares of the Registrant's common stock and options to
acquire 16,000 shares of the Registrant's common stock. I hereby consent to the
filing of this opinion as Exhibit 5.1 to the Registration Statement.

Very truly yours,


/s/ Kathleen Clover