EXHIBIT 5

[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]
400 Hamilton Avenue, Palo Alto, CA  94301-1825
Phone:  650-833-2000       Fax:  650-327-3699        www.graycary.com

February 23, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

As legal  counsel for Asante  Technologies,  Inc., a Delaware  corporation  (the
"Company"),  we are rendering this opinion in connection  with the  registration
under the Securities Act of 1933, as amended,  of up to 1,857,316  shares of the
Common Stock,  $0.001 par value,  of the Company which may be issued pursuant to
the exercise of options and purchase  rights  granted under the  Company's  1990
Stock Option Plan,  1993 Employee Stock  Purchase  Plan,  and 2000  Nonstatutory
Stock Option Plan, and 2001 Stock Plan (the "Plans").

We have examined all instruments, documents and records which we deemed relevant
and  necessary  for the  basis of our  opinion  hereinafter  expressed.  In such
examination,  we  have  assumed  the  genuineness  of  all  signatures  and  the
authenticity of all documents submitted to us as originals and the conformity to
the  originals of all  documents  submitted to us as copies.  We are admitted to
practice  only in the State of California  and we express no opinion  concerning
any law other than the law of the State of California,  the corporation  laws of
the State of Delaware and the federal law of the United States. As to matters of
Delaware  corporation law, we have based our opinion solely upon our examination
of such laws and the rules and regulations of the authorities administering such
laws, all as reported in standard, unofficial compilations. We have not obtained
opinions of counsel licensed to practice in  jurisdictions  other than the State
of California.

Based on such  examination,  we are of the opinion that the 1,857,316  shares of
Common Stock which may be issued under the Plans are duly  authorized  shares of
the  Company's   Common  Stock,   and,  when  issued  against   receipt  of  the
consideration  therefor in accordance  with the  provisions of the Plans will be
validly issued, fully paid and nonassessable. We hereby consent to the filing of
this opinion as an exhibit to the Registration  Statement  referred to above and
the use of our name wherever it appears in said Registration Statement.

Respectfully submitted,


/s/ GRAY CARY WARE & FREIDENRICH LLP

GRAY CARY WARE & FREIDENRICH LLP