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EXHIBIT 5
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
300 Convent Street, Suite 1500
San Antonio, Texas 78205
May 31, 2000
DATA RACE, Inc.
12400 Network Blvd.
San Antonio, Texas 78249
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 1,000,000 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 1999 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
of the issuance of the Plan shares of exercise of options granted under the
Plans, the Company will have sufficient authorized, but unissued shares of
Common Stock available for issuance; (iii) the options granted under the Plans
will be exercised in accordance with the terms of the Plans and any other
applicable documents; (iv) the shares of Common Stock issued upon exercise of
options granted under the Plans will be evidenced by appropriate certificates
properly executed and delivered; and (v) on the date of exercise, the options
granted under the Plans (and all documents related thereto) will be duly
executed, 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
Plans.
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 Plans, 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/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
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AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
