Exhibit 5

                    Opinion and Consent of Company Counsel,
                       Gray Cary Ware & Freidenrich LLP
                                       
                              December 10, 1998

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

Ladies and Gentlemen:

     As legal counsel for Applied Digital Access, Inc., a Delaware 
corporation (the "Company"), we are rendering this opinion in connection with 
the registration on Form S-8 (the "Registration Statement") under the 
Securities Act of 1933, as amended, of up to 500,000 shares of the Common 
Stock of the Company which may be issued pursuant to the exercise of options 
granted under the Applied Digital Access, Inc. Amended and Restated 1996 
Non-qualified Stock Option Plan (the "Plan").  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 500,000 shares of 
Common Stock which may be issued upon the exercise of options granted under 
the Plan are duly authorized shares of the Company's Common Stock, and, when 
issued against payment of the purchase price therefor in accordance with the 
provisions of the Plan, 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 therein.

                                         Respectfully submitted,



                                         /s/  GRAY CARY WARE & FREIDENRICH LLP