Foley Hoag LLP
Attorneys at Law

December 16, 2004





YDI Wireless, Inc.
8000 Lee Highway
Falls Church, Virginia  22042




         Re: YDI Wireless, Inc. 2004 Stock Plan

Ladies and Gentlemen:

     We are familiar with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by YDI Wireless, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the offering by the Company of up to 1,150,000 shares (the
"Shares") of its common stock, par value $0.01 per share, issuable upon exercise
of stock options and pursuant to other awards granted or to be granted pursuant
to the YDI Wireless, Inc. 2004 Stock Plan (the "Plan").

     In arriving at the opinion expressed below, we have examined and relied on
the certificate of incorporation of the Company, as amended to date, the by-laws
of the Company, as amended to date, the records of meetings and consents of the
Board of Directors and stockholders of the Company provided to us by the
Company, the Registration Statement and the Plan.

     In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such corporate
records of the Company and such other instruments and other certificates of
public officials, officers and representatives of the Company and such other
persons, and we have made such examination of law, as we have deemed appropriate
as a basis for the opinion expressed below. This opinion is limited solely to
the laws of the State of Delaware as applied by courts located in the State of
Delaware.

     We assume that all Shares to be issued upon exercise of options or pursuant
to other awards granted or to be granted pursuant to the Plan will be issued in
accordance with the terms of the Plan and that the purchase price of the Shares,
or the value of other consideration received or to be received by the Company
for the award of Shares, will be greater than or equal to the par value per
share of the Shares.










YDI Wireless, Inc.
December 16, 2004
Page 2



     Based upon and subject to the foregoing, it is our opinion that the Shares,
when issued and delivered upon the exercise of options or pursuant to other
awards duly granted pursuant to the Plan and against the receipt of the purchase
price or other consideration therefor, will be validly issued, fully paid and
nonassessable.

     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.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act and to the reference to our firm under
the caption, "Interests of Named Experts and Counsel." In giving such consent,
we do not 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,

                                                     FOLEY HOAG LLP



                                                     By:  /s/ John D. Hancock
                                                          -------------------
                                                          a Partner