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                                                                       EXHIBIT 5



                        [BARNES & THORNBURG LETTERHEAD]



                                                                January 28, 1998

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 (the "1933 Act"), relating to the registration of up to 454,654 of
the Company's Common Shares, without par value (the "Shares"), for resale by
Paracel Online Systems, Inc., a California corporation ("Paracel"), which were
previously acquired by Paracel 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 January 28, 1998, 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 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.
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WAVEPHORE, INC.
January 28, 1998
Page 2



         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.

         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