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                                                                       EXHIBIT 5

                             Jackson Walker L.L.P.
                          901 Main Street, Suite 6000
                              Dallas, Texas 75202

                                March 11, 2001
DATA RACE, Inc.
6509 Windcrest, Suite 120
Plano, Texas 75024


     We have acted as counsel to DATA RACE, Inc. (the "Company") in connection
with the preparation for filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended. The Registration Statement relates to
1,250,000 shares of the Company's Common Stock, without par value (the "Common
Stock"), issuable upon exercise of options previously granted and to be granted
under the Company's 2000 Stock Option Plan (the "Plan"). The shares to be issued
upon exercise of the options granted under the Plan are hereinafter collectively
referred to as the "Plan Shares."

     We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and the authenticity of all documents, instruments, records
and certificates submitted to us as originals.

     We have further assumed that: (i) all applicable state securities laws will
have been complied with, as of any option exercise date; (ii) at the time upon
the issuance of the Plan Shares of exercise of options granted under the Plan,
the Company will have sufficient authorized, but unissued shares of Common Stock
available for issuance; (iii) the options granted under the Plan will be
exercised in accordance with the terms of the Plan and any other applicable
documents; (iv) the shares of Common Stock issued upon exercise of options
granted under the Plan will be evidenced by appropriate certificates properly
executed and delivered; and (v) on the date of exercise, the options granted
under the Plan (and all documents related thereto) will be duly executed, and as
applicable, authorized, issued and delivered; will constitute the valid and
binding obligations of the Company enforceable in accordance with their
respective terms; and will be entitled to the benefits provided by the Plan.

     Based upon the foregoing, we are of the opinion that the Plan Shares will,
if, as, and when the options granted pursuant to the Plan are exercised, and
upon issuance and delivery of the Plan Shares against payment therefor in the
manner contemplated by the Plan, be validly issued, fully paid and non-
assessable shares of Common Stock of the Company. We consent to the filing of
this opinion as Exhibit 5 to the Registration Statement and to the reference to
this firm under the heading "Legal Opinion" in the Information Statement forming
a part thereof.

                                                 Very truly yours,


                                                 /s/ Jackson Walker L.L.P.
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