EXHIBIT 5


                                                     September 13, 2000


Board of Directors
General DataComm Industries, Inc.
l579 Straits Turnpike
Middlebury, CT 06762-l299

Gentlemen:

         Reference  is  made  to  the  registration   statement   ("Registration
Statement")  which General  DataComm  Industries,  Inc. (the  "Corporation")  is
filing with the Securities and Exchange  Commission  under the Securities Act of
l933,  as amended,  for the  registration  of a maximum of  4,886,703  shares of
Common Stock ("Common Stock").

         Pursuant to your request,  we have examined those of the  Corporation's
books and records  deemed  relevant by us for the purpose of furnishing you with
our  opinion  concerning  the  legality  and  validity of issue of the shares of
Common Stock, covered by the Registration Statement.

         Based upon the foregoing and upon our  investigation and examination of
certain other matters pertaining to the Corporation, we are of the opinion that:

         l.       The Corporation is duly incorporated and validly existing as
a corporation in good standing under the laws of the State of Delaware.

         2. All of the shares of Common Stock  proposed to be  registered by the
above  Registration  Statement,  when and if issued upon the  conversion  of and
dividends  payable upon the  Corporation's 5% Cumulative  Convertible  Preferred
Stock and exercise of Warrants as set forth in said Registration Statement, will
be validly issued,  fully paid and  nonassessable  by the  Corporation,  with no
personal liability attaching to the ownership thereof.

         We herewith  give our consent to the use of this  opinion as an Exhibit
to the herein  referred  to  Registration  Statement  and to the use of our name
therein.

                                    Very truly yours,

                                    /S/ WEISMAN CELLER SPETT & MODLIN, P.C.

                                    WEISMAN CELLER SPETT & MODLIN, P.C.