EXHIBIT 5.1


                             Jackson Walker L.L.P.
                          901 Main Street, Suite 6000
                              Dallas, Texas 75202
                                     (214)


                                 March 15, 2001



DATA RACE, Inc.
6509 Windcrest Drive
Plano, Texas 75024


Gentlemen:


     We have acted as special counsel to DATA RACE, Inc., a Texas corporation
(the "Company"), in connection with the registration by the Company under the
Securities Act of 1933, as amended (the "Act"), pursuant to the Company's
registration statement on Form S-3 (the "Registration Statement"), covering the
sale from time to time by the selling shareholders named in the Registration
Statement (the "Selling Shareholders") of an aggregate of up to 3,352,382 shares
of the Company's Common Stock (the "Common Stock"), consisting of 3,047,620
outstanding shares of Common Stock (the "Outstanding Shares"), and 304,762
shares of Common Stock issuable upon exercise of outstanding stock purchase
warrants (collectively, the "Warrants").

     We have, as counsel, examined such corporate records, certificates and
other documents and reviewed such questions of law, as we have deemed necessary,
relevant or appropriate to enable us to render the opinion expressed below.  In
rendering such opinion, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures and the authenticity of all documents
examined by us.  As to various questions of fact material to such opinion, we
have relied upon representations of the Company.

     We have further assumed that:

     a)   all applicable state securities laws will have been complied with in
          connection with each Warrant exercise;

     b)   at the time of the issuance of the shares of Common Stock upon the
          exercise of the Warrants, the Company will have sufficient authorized
          and unissued shares of Common Stock available for issuance;

     c)   the Warrants will be exercised in accordance with the applicable
          warrant agreements; and


     d)   the shares of Common Stock issuable upon exercise of the Warrants
          will, upon issuance, be evidenced by appropriate certificates properly
          executed and delivered.

     Based upon the foregoing, and subject to such assumptions and
qualifications, we are of the opinion that:

     1. The Outstanding Shares are duly authorized, validly issued, fully paid
        and nonassessable.

     2. When issued to the holders of the Warrants upon the exercise thereof in
        accordance with the respective warrant agreements (including the payment
        of the exercise price specified therein), the shares of Common Stock
        issuable upon exercise of the Warrants will be duly authorized, validly
        issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference of this firm under the caption
"Legal Opinions" in the Prospectus contained therein. This opinion is to be used
only in connection with the issuance of the Common Stock while the Registration
Statement is in effect.


                              Very truly yours,

                              /s/ Jackson Walker L.L.P.