EXHIBIT 5
                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                         300 Convent Street, Suite 1500
                            San Antonio, Texas 78205
                                 (210) 281-7000

                                January 28, 1999


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"), 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 3,688,778 shares
of the Company's Common Stock (the "Common Stock"), consisting of 1,177,776
outstanding shares of Common Stock (the "Outstanding Shares"), 994,535 shares of
Common Stock issuable upon conversion of outstanding shares of the Company's
Series D Convertible Preferred Stock and Series F Convertible Preferred Stock
(collectively, the "Preferred Stock"), and 1,516,467 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 Preferred Stock conversion and Warrant exercise;

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

(c)      the Preferred Stock will be converted in accordance with the applicable
     Statement of Designation, Rights and Preferences, and the Warrants will be
     exercised in accordance with the applicable warrant agreement; and

 
(d)      the shares of Common Stock issuable upon conversion of the Preferred
     Stock and 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.   When issued to the holders of the Preferred Stock upon the conversion
       thereof in accordance with the applicable Statement of Designation,
       Rights and Preferences, the shares of Common Stock issuable upon
       conversion of the Preferred Stock will be 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.

3.   The Outstanding Shares are 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.