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                                                                     EXHIBIT 5.1

                    [Well, Gotshal & Manges LLP Letterhead]


                                 July 24, 1998


Cooperative Computing, Inc.
6207 Bee Cave Road
Austin, Texas 78746

Ladies and Gentlemen:

     We have acted as counsel to Cooperative Computing, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company of a Registration Statement on Form S-1 (Registration No. 333-49389)
(the "Registration Statement") filed with the Securities and Exchange Commission
on April 3, 1998, under the Securities Act of 1933, as amended (the "Act"),
relating to $100,000,000 aggregate principal amount of 9% Senior Subordinated
Notes due 2008 (the "New Notes") of the Company that may be issued in exchange
for a like principal amount of the issued and outstanding unregistered 9% Senior
Subordinated Notes due 2008 (the "Old Notes") of the Company. The Company
proposes to offer, upon the terms set forth in the prospectus contained in the
Registration Statement, to exchange $1,000 principal amount of New Notes for
each $1,000 principal amount of Old Notes (the "Exchange Offer").  The New Notes
will be issued under the Indenture, dated as of February 10, 1998, by and
between the Company and Norwest Bank Minnesota, N.A., as trustee (the
"Indenture"). Capitalized terms defined in the Registration Statement and not
otherwise defined herein are used herein as so defined.

     In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Indenture, the form of the New Notes set
forth in the Indenture and such corporate records, agreements, documents and
other instruments, and such certificates or comparable documents of public
officials and of officers and representatives of the Company and have made such
inquiries of such officers and representatives as we have deemed relevant and
necessary as a basis for the opinion hereinafter set forth.
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Cooperative Computing, Inc.
July 24, 1998
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     In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company.

     Based on the foregoing, and subject to the qualifications stated herein,
we are of the opinion that:

     When the New Notes have been duly executed by the Company and
authenticated by the Trustee in accordance with the terms of the Indenture, and
delivered in exchange for the Old Notes in accordance with the Exchange Offer,
the New Notes will constitute legal, valid and binding obligations of the
Company, enforceable against it in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing
(regardless of whether enforcement is sought in a proceeding at law or in
equity), except that we do not express any opinion as to the effect on the New
Notes of the laws of any jurisdiction other than the law of the State of New
York wherein any purchaser of the New Notes may be located wherein enforcement
may be sought which limits the rate of interest legally chargeable or
collectible.

     The opinion expressed herein is limited to the laws of the State of New
York, and we express no opinion as to the effect on the matters covered by this
letter of the laws of any other jurisdiction.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.

                                             Very truly yours,

                                             WEIL, GOTSHAL & MANGES LLP