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                                   Exhibit 5

                                   April 7, 1999

WAVEPHORE, INC.
3311 North 44th Street
Phoenix, Arizona 85018

         Re: Issuance of Common Stock

Gentlemen:

         We have acted as special Indiana counsel to WavePhore, Inc., an 
Indiana corporation (the "Company"), in connection with its Registration 
Statement on Form S-3 (the "Registration Statement") filed under the Securities 
Act of 1933, as amended (the "1933 Act"), relating to the registration of up to 
164,580 of the Company's Common Shares, without par value (the "Shares"), for 
resale by Paracel Online Systems, Inc., a California corporation ("Paracel"), 
which have been acquired by Paracel as of March 31, 1999 pursuant to that 
certain Agreement for the Purchase and Sale of Assets dated May 29, 1997, as 
amended by that certain Amendment No. 1 thereto dated January 12, 1998, by and 
among the Company, WavePhore Newscast, Inc., a Delaware corporation, Paracel 
and Paracel, Inc., a California corporation (the "Agreement").

         In rendering the opinions set forth herein, we have limited our factual
inquiry to (i) reliance on a certificate of the Secretary of the Company, (ii)
reliance on the facts and representations contained in the Registration
Statement, including without limitation those relating to the number of the
Company's Common Shares, without par value, which are authorized, issued 
or reserved for issuance upon conversion or exercise of preferred shares, 
warrants and options, and (iii) such documents, corporate records and 
other instruments as we have deemed necessary or appropriate as a basis 
for the opinions expressed below, including without limitation a certificate 
issued by the Secretary of State of the State of Indiana dated March 26, 1999,
attesting to the corporate existence of the Company in the State of Indiana, 
and telephonic verification with such Secretary of State with respect to the 
Company's continued valid existence as of the date hereof.

         In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such copies. In
rendering the opinion expressed below, we have assumed that the shares (i) will
conform in all material respects to the description thereof set forth in the
Registration Statement, (ii) were issued and delivered in accordance with the
terms of the Agreement, and (iii) were issued pursuant to an exemption from the
registration requirements of the 1933 Act pursuant to Section 4(2) of the 1933
Act.

         Based upon the foregoing, and subject to the qualifications set forth
herein, we are of the opinion that the Shares are validly issued, fully paid
and nonassessable.
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         The foregoing opinion is limited to the current internal laws of the
State of Indiana (without giving effect to any conflict of law principles
thereof), and we have not considered, and express no opinion on, the laws of any
other jurisdiction. This opinion is based on the laws in effect and facts in
existence on the date of this letter, and we assume no obligation to revise or
supplement this letter should the law or facts, or both, change.

         This opinion is intended solely for the use of the Company in
connection with the registration of the Shares. It may not be relied upon by
any other person or for any other purpose, or reproduced or filed publicly by
any person, without the written consent of Barnes & Thornburg; provided,
however, that we hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement and to the references to Barnes & Thornburg 
contained in the Registration Statement.

                               Very truly yours,
                               /s/Barnes & Thornburg