KELLEY DRYE & WARREN LLP
                               Two Stamford Plaza
                             281 Tresser Boulevard
                        Stamford, Connecticut 06901-3229
                                 (203) 351-8000



                                 August 23, 1999



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. 333-81109) (the "Registration Statement") pertaining to the
proposed offering of 1,597,435 shares of common stock, $.05 par value per share
(the "Shares"), as described in the Registration Statement. The Shares are
issuable upon the exercise of certain warrants described in the Registration
Statement (the "Warrants") and the Company's Series A 8% convertible preferred
stock (the "Preferred Stock"). 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, with respect to the Preferred Stock (the
"Certificate of Designations"); the agreements related to each of the Warrants
(the "Warrant Agreements"); 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 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.


Netrix Corporation
August 23, 1999
Page Two


         Based on the foregoing and solely in reliance thereon, it is our
opinion that the Shares have been duly authorized, and when they are issued upon
conversion of the Preferred Stock or exercise of the Warrants, against payment
of the consideration therefore contemplated by the Certificate of Designations
or Warrant Agreements, 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." In giving such consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.

                                           Very truly yours,

                                           KELLEY DRYE & WARREN LLP


                                           By: /s/ Jay R. Schifferli
                                              A Member of the Firm