EXHIBIT 5


                        [KENNEDY COVINGTON LETTERHEAD]


                                 August 8, 2003


Glenayre Technologies, Inc.
11360 Lakefield Drive
Duluth, Georgia 30097

Gentlemen:

         You have requested our opinion in connection with the registration
under the Securities Act of 1933, as amended, of 750,000 shares of the $.02 par
value Common Stock (the Common Stock) of Glenayre Technologies, Inc. (the
Company), a Delaware corporation, by the Registration Statement on Form S-8
(the Registration Statement), to be filed by you with the Securities and
Exchange Commission in connection with the amendment to the Employee Stock
Purchase Plan, as amended (the Plan), to increase by 750,000 the number of
shares available for issuance thereunder.

         We have made such investigations of law, examined original copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments, and
received such statements from officers and representatives of the Company, as
we have deemed necessary for purposes of this opinion.

         Based upon the foregoing, we are of the opinion that the 750,000
shares of the Common Stock covered by the Registration Statement have been duly
and validly authorized and will be validly issued, fully paid and nonassessable
when issued in accordance with the Plan and receipt by the Company of the
consideration therefor of not less than the par value of the Common Stock.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.


                                Sincerely,

                                /s/ Kennedy Covington Lobdell & Hickman, L.L.P.

                                KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.