[Letterhead of GRAY CARY WARE & FREIDENRICH, 
A Professional Corporation]

ATTORNEYS AT LAW
400 HAMILTON AVENUE
PALO ALTO, CA 94301-1825

TEL: (650) 328-6561
FAX: (650) 327-3699

http://www.gcwf.com

                                                                     EXHIBIT 5



                                  November 13, 1997


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

Ladies and Gentlemen:

    As legal counsel for Network Computing Devices, Inc., a California 
corporation (the "Company"), we are rendering this opinion in connection with 
the registration under the Securities Act of 1933, as amended, of up to 
3,430,281 shares of the Common Stock, no par value, of the Company which may 
be issued pursuant to the exercise of options and purchase rights granted 
under the Network Computing Devices, Inc. 1989 Stock Option Plan, the 1994 
Outside Directors Stock Option Plan, and the 1992 Employee Stock Purchase 
Plan (the "Plans"), and under a stock option granted to Robert G. Gilbertson 
(the "Individual Option").

    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 and 
the federal law of the United States.

    Based on such examination, we are of the opinion that the 3,430,281 
shares of Common Stock which may be issued upon exercise of options and 
purchase rights granted under the Plans and the Individual Option 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 and the Individual Option 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

                                       GRAY CARY WARE & FREIDENRICH
                                       A Professional Corporation