Exhibit 5

    [LETTERHEAD OF AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. APPEARS HERE]


DATA RACE, Inc.
12400 Network Blvd.
San Antonio, Texas   78249

Gentlemen:

     We have acted as 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") of an
aggregate of up to 10,500,000 shares of the Company's Common Stock, no par value
(the "Common Stock"), issued or issuable from time to time by the Company as
follows:

     (i)  up to 10,500,000 shares (the "Conversion Shares") issuable upon
          conversion of the Company's 1997 Series C Convertible Participating
          Preferred Stock (the "Preferred Stock"), issued and issuable hereafter
          to certain Selling Shareholders (as defined in the Registration
          Statement) in connection with a private placement of securities
          pursuant to a Securities Purchase Agreement entered into as of
          November 7, 1997, between the Company and the Selling Shareholders
          (the "Series C Purchase Agreement"); and

     (ii) up to 139,861 shares (the "Warrant Shares") issuable upon the exercise
          of stock purchase warrants (the "Series C Warrants") issued and
          issuable hereafter to certain Selling Shareholders pursuant to the
          Series C Purchase Agreement.

     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.

 
DATARACE, Inc.
May 27, 1998
Page 2

     Based upon such examination and representations, we advise you that, in our
opinion:

     (i)  when issued to the holders of the Preferred Stock in accordance with
          the Series C Purchase Agreement and the Certificate of Designation (as
          defined in the Series C Purchase Agreement), the Conversion Shares
          will be duly authorized, validly issued, fully paid and nonassessable;
          and

     (ii) when issued to the holders of the Series C Warrants upon the exercise
          thereof in accordance with the respective warrant agreements
          (including the payment of the exercise price specified therein), the
          Series C Warrant Shares will be duly authorized, validly issued, fully
          paid and nonassessable.

     We hereby consent to the filing of this opinion as Exhibit 5 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/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

                                   AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.