EXHIBIT 5.1


February 3, 2000

Netrix Corporation
13595 Dulles Technology Drive
Herndon, VA 20171

Ladies and Gentlemen:

      We have acted as special counsel to Netrix Corporation, a Delaware
corporation (the "Company"), in connection with the registration statement on
Form S-3 (No. 333-____) (the "Registration Statement") pertaining to the
proposed offering of 1,327,275 shares of common stock, $.05 par value per share
(the "Shares"), as described in the Registration Statement. The Shares are
issuable by the Company, have been issued by the Company, are issuable upon the
conversion of certain preferred stock described in the Registration Statement
(the Preferred Stock") or are issuable upon the exercise of certain warrants
described in the Registration Statement (the "Warrants"). As such counsel, you
have requested our opinion as to the matters described herein relating to the
Shares. All capitalized terms used but not defined herein shall have the
meanings assigned to them in the Registration Statement.

      We have examined the Company's certificate of incorporation and by-laws,
in each case as amended through the date hereof; the certificate of
designations, as supplemented, relating to the Preferred Stock (the "Certificate
of Designations"); the agreement related to the Warrants (the "Warrant
Agreement"); minutes of the Company's corporate proceedings through the date
hereof, as made available to us by officers of the Company; an executed copy of
the Registration Statement, as amended to date, and all exhibits thereto in the
form filed with the Securities and Exchange Commission; and such matters of law
and such documents and other instruments as we have deemed necessary by us in
order to deliver the within opinion. In the course of our examination, we have
assumed the genuineness of all signatures, the authority of all signatories to
sign on behalf of their principals, if any, the authenticity of all documents
submitted to us as original documents and the conformity to original documents
of all documents submitted to us as certified or photostatic copies. As to
certain factual matters, we have relied upon information furnished to us by
officers of the Company.

      Based on the foregoing and solely in reliance thereon, it is our opinion
that the Shares have been duly authorized, and with respect to the shares not
yet issued, when they are issued upon conversion of the Preferred Stock or
exercise of the Warrants or as contemplated by the Registration Statement,
against payment of the consideration therefore contemplated by the Certificate
of Designations, the Warrant Agreement and the Registration Statement, as the
case may be, the Shares will be validly issued, fully paid and non-assessable.

      We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to it in the prospectus included
therein under the caption "Legal Matters."

                                    Very truly yours,

                                    KELLEY DRYE & WARREN LLP


                                    By: /s/ Jay R. Schifferli