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                                                                October 29, 1997

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

     Re: Registration of Common Shares

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, relating to the registration of up to an aggregate of 135,000 of the
Company's Common Shares, without par value (the "Shares"), of which (i) 35,000
(the "Awarded Shares") were issued to Continental Capital & Equity Corporation
("CCEC") as of September 8, 1997, and (ii) 100,000 (the "Warrant Shares") are
issuable to CCEC upon the exercise of a warrant held by CCEC pursuant to a
certain Warrant to Purchase Common Stock of WavePhore, Inc. dated September 8,
1997 (the "Warrant").
     
     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 October 29, 1997, attesting
to the corporate existence of the Company in the State of Indiana.

     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 (i) that the Shares will conform in all
material respects to the description thereof set forth in the Registration
Statement, (ii) that the Company has complied, and will comply, with the proxy
disclosure provisions of the Securities Exchange Act of 1934, as amended, as
required by Indiana Code 23-1-53-2(b), in connection with the issuance of the
Warrant and the Shares, and (iii) that the Company has not placed in escrow or
made other arrangements to restrict the transfer of, or to limit distributions
in 
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WAVEPHORE, INC.
October 29, 1997
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respect of, the Shares (other than customary restrictions on transfer under
applicable securities laws required in the absence of registration).

     Based upon the foregoing, and subject to the qualifications set forth
herein, we are of the opinion that, when the following events have occurred:

     (a) the Registration Statement has become effective under the Securities
Act of 1933, as amended;

     (b) the registration and delivery of the certificate or certificates
evidencing the Shares have occurred; and

     (c) the Awarded Shares have been issued or the Warrant Shares, if any,
have been issued upon any exercise of the Warrant in the manner specified
in the Registration Statement, as the case may be; then

     the Shares will be validly issued, fully paid and nonassessable.

     The foregoing opinion is based on and 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 of 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,