EXHIBIT 5.1


                                HALE AND DORR LLP
                                Counselors At Law

                                www.haledorr.com
                  60 State Street, Boston, Massachusetts 02109
                       TEL 617-526-6000 * FAX 617-526-5000

                                  July 18, 2001


Innoveda, Inc.
293 Boston Post Road West
Marlboro, Massachusetts 01752

      Re:      Amended and Restated 2000 Stock Incentive Plan

Ladies and Gentlemen:

         We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to an aggregate of 2,000,000 shares of common stock,
$0.01 par value per share (the "Shares"), of Innoveda, Inc., a Delaware
corporation (the "Company"), issuable under the Company's Amended and Restated
2000 Stock Incentive Plan (the "Plan").

         We have examined the certificate of incorporation and by-laws of the
Company, each as amended and restated to-date, and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings of the
directors and stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material for the
purposes of this opinion.

         In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified, photostatic or other copies, the authenticity of the
originals of such latter documents and the legal competence of all signatories
to such documents.

         We assume that the appropriate action will be taken, prior to the offer
and sale of the Shares in accordance with the Plan, to register and qualify the
shares for sale under all applicable state securities or "blue sky" laws.

         We express no opinion herein as to the laws of any state or
jurisdiction other than the statutory provisions of the General Corporation Law
of the State of Delaware and the federal laws of the United States of America.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when the Shares are issued
and paid for in accordance with the terms and provisions of the Plan, the Shares
will be validly issued, fully paid and nonassessable.

         It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.

         Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.





Innoveda, Inc.
July 18, 2001
Page 2

         We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in connection with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.



                                        Very truly yours,

                                        /s/ Hale and Dorr LLP

                                        Hale and Dorr LLP