EXHIBIT 5

                   AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
                        300 Convent Street, Suite 1500
                           San Antonio, Texas 78205

                               February 12, 1999


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


     We have acted as counsel to DATA RACE, Inc. (the "Company") in connection
with the preparation for filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended. The Registration Statement relates to (i)
500,000 shares of the Company's Common Stock, without par value (the "Common
Stock"), issuable upon exercise of options previously granted and to be granted
under the Company's 1997 Stock Option Plan; and (ii) 1,000,000 shares of Common
Stock issuable upon exercise of options previously granted and to be granted
under the Company's 1998 Stock Option Plan (together with 1997 Stock Option
Plan, the "Plans"). The shares to be issued upon exercise of the options granted
under the Plans are hereinafter collectively referred to as the "Plan Shares."

     We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and the authenticity of all documents, instruments, records
and certificates submitted to us as originals.

     We have further assumed that: (i) all applicable state securities laws will
have been complied with, as of any option exercise date; (ii) at the time of the
issuance of the Plan shares upon exercise of options granted under the Plans,
the Company will have sufficient authorized, but unissued shares of Common Stock
available for issuance; (iii) the options granted under the Plans will be
exercised in accordance with the terms of the Plans and any other applicable
documents; (iv) the shares of Common Stock issued upon exercise of options
granted under the Plans will be evidenced by appropriate certificates properly
executed and delivered; and (v) on the date of exercise, the options granted
under the Plans (and all documents related thereto) will be duly executed, as
applicable, authorized, issued and delivered; will constitute the valid and
binding obligations of the Company enforceable in accordance with their
respective terms; and will be entitled to the benefits provided by the Plans.

     Based upon the foregoing, we are of the opinion that the Plan Shares will,
if, as, and when the options granted pursuant to the Plans are exercised, and
upon issuance and delivery of the Plan Shares against payment therefor in the
manner contemplated by the Plans, be validly issued, 

 
fully paid and non-assessable shares of Common Stock of the Company. We consent
to the filing of this opinion as Exhibit 5 to the Registration Statement and to
the reference to this firm under the heading "Legal Opinion" in the Information
Statement forming a part thereof.



                                    Very truly yours,

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