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                                    Exhibit 5

                                                                January 15, 1999


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

                          Re: Issuance of Common Shares

Gentlemen:

      You have requested our opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") to be filed by WavePhore,
Inc., an Indiana corporation (the "Company"), under the Securities Act of 1933,
as amended (the "1933 Act"), relating to the registration of, and covering the
resale of (i) the 879,116 shares (the "Common Shares") of common stock, without
par value, of the Company ("Common Stock"), and (ii) the 250,000 shares of
Common Stock (the "Warrant Shares") issuable upon exercise of the First Warrant
(the "Warrant"), which Common Shares and Warrant were issued at the First
Closing pursuant to that certain Securities Purchase Agreement effective as of
December 23, 1998 between the Company and Castle Creek Technology Partners LLC
(the "Agreement"). Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings assigned to such terms in 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 shares
of Common Stock 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 8, 1999, 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 (i) the Common Shares and the
Warrant conform, and that the Warrant Shares will conform, in all material
respects, to the description thereof set forth in the Registration Statement,
(ii) the Common Shares and the Warrant were issued and delivered at the First
Closing in accordance with the terms of the Agreement, and (iii) the Common
Shares and the Warrant 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 Common Shares are, and that the Warrant
Shares to be issued upon the exercise of the Warrant will be, 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 Common Shares and the Warrant Shares. It may not be
relied upon by any other person or for any other
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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