E-learning utilization and implementation between many users is a significant challenge for many universities in both developed and developing nations. This study aims to examine the indirect effect of E-learning System Quality on the E-learning system adoption, through trust and self-efficacy. The data were collected via self- administered questionnaires, yielding 129 usable responses from the students of Manipal International University in Nilai, Malaysia. This study revealed that e-learning system quality has a positive effect in building the students’ trust and self-efficacy. The positive effect of trust and self-efficacy on e-learning system adoption were also confirmed. In addition, this study found the mediation effect of trust and self-efficacy in the relationship of the e-learning system quality and e-learning system adoption. The findings from this study are expected to benefit both practitioners, the tertiary education industry, specifically universities and colleges that interested to explore e-learning system and researchers that specialize in education study.