April 10, 1998 16308-0003 Network Equipment Technologies, Inc. 800 Saginaw Drive Redwood City, California 94063 Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Network Equipment Technologies, Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") which the Company proposes to file with the Securities and Exchange Commission on April 10, 1998 for the purpose of registering under the Securities Act of 1933, as amended, 3,600,000 shares of its Common Stock, par value $.001 (the "Shares"). 2,000,000 of the Shares are issuable under the Company's 1993 Stock Option Plan (the "Option Plan"), 1,000,000 of the Shares are issuable under the N.E.T. Stock Option Program (the "Program") and 600,000 of the Shares are issuable under the Company's Employee Stock Purchase Plan, as amended (the "1998 Stock Purchase Plan"). We have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies. In rendering our opinion, we have examined the following records, documents and instruments: (a) The Certificate of Incorporation of the Company, certified by the Delaware Secretary of State as of April 6, 1998, and certified to us by an officer of the Company as being complete and in full force as of the date of this opinion; (b) The Bylaws of the Company certified to us by an officer of the Company as being complete and in full force and effect as of the date of this opinion; (c) A Certificate of an officer of the Company (i) attaching records certified to us as constituting all records of proceedings and actions of the Board of Directors, including any committee thereof, and stockholders of the Company relating to the Shares, and the Registration Statement and (ii) certifying as to certain factual matters; (d) The Registration Statement; (e) The Option Plan, the Program and the 1998 Stock Purchase Plan (together, the "Plans"); and (f) A letter from the Bank of Boston, the Company's transfer agent, dated April 8, 1998, as to the number of shares of the Company's Common Stock that were outstanding on April 7, 1998. This opinion is limited to the federal law of the United States of America and the General Corporation Law of the State of Delaware, and we disclaim any opinion as to the laws of any other jurisdiction. We further disclaim any opinion as to any other statute, rule, regulation, ordinance, order or other promulgation of any other jurisdiction or any regional or local governmental body or as to any related judicial or administrative opinion. Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and assuming that (i) the Registration Statement becomes and remains effective during the period when the Shares are offered and issued, (ii) the full consideration stated in the Plans is paid for each Share and that such consideration in respect of each Share includes payment of cash or other lawful consideration at least equal to the par value thereof, (iii) appropriate certificates evidencing the Shares are executed and delivered by the Company, and (iv) all applicable securities laws are complied with, it is our opinion that when issued and sold by the Company, after payment therefore in the manner provided in the applicable Plan and the Registration Statement, the Shares will be legally issued, fully paid and nonassessable. This opinion is rendered to you in connection with the Registration Statement and is solely for your benefit. This opinion may not be relied upon by you for any other purpose, or relied upon by any other person, firm, corporation or other entity for any purpose, without our prior written consent. We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we may become aware, after the date of this opinion. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours,