EXHIBIT 5





                                 August 25, 2004


Exabyte Corporation
2108 55th Street
Boulder, CO  80301

         Re:  Amendment No. 2 to Registration Statement on
              Form S-1 of Exabyte Corporation, File No. 333-116586

Ladies and Gentlemen:

         You have requested our opinion with respect to certain matters in
connection with the filing by Exabyte Corporation (the "Company") of Amendment
No. 2 to the Registration Statement on Form S-1, File No. 333-116586 (the
"Registration Statement"), with the Securities and Exchange Commission covering
the registration of the resale of 71,397,047 shares of common stock which
consist of the following:

         (i)      shares issuable upon conversion of shares of the Company's
                  Series AA convertible preferred stock, $.001 par value (the
                  "Series AA Conversion Shares");

         (ii)     shares issuable as a dividend on the Series AA preferred stock
                  (the "Series AA Dividend Shares"); and

         (iii)    shares issuable upon the exercise of warrants (the "Warrant
                  Shares"), which warrants were issued under the stock purchase
                  agreement dated April 30, 2004 for the sale of certain Series
                  AA preferred stock of the Company and as compensation to a
                  private placement agent for the sale of Series AA preferred
                  stock under such stock purchase agreement (the "Warrants").

         In connection with this opinion, we have examined the Registration
Statement and related Prospectus, the Company's Certificate of Incorporation and
Bylaws, each as amended to date, and such other documents, records,
certificates, memoranda and other instruments as we deem necessary as a basis
for this opinion. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof, and the due execution and delivery
of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof.

         On the basis of the foregoing, and in reliance thereon, we are of the
opinion that:





Exabyte Corporation
August 25, 2004
Page 2



         (1)      the Series AA Conversion Shares have been duly and validly
                  authorized for issuance upon conversion of the Series AA
                  preferred stock in accordance with the terms of the
                  Certificate of Designation of Powers, Preferences, Rights,
                  Qualifications, Limitations and Restrictions of Series AA
                  Convertible Preferred Stock of Exabyte Corporation, as filed
                  with the Secretary of State of Delaware (the "Series AA
                  Certificate of Designation") and, when so issued, will be
                  validly issued, fully paid and nonassessable;

         (2)      the Series AA Dividend Shares have been duly and validly
                  authorized for issuance when, as and if declared by the Board
                  of Directors of the Company as a dividend upon shares the
                  Series AA preferred stock in accordance with the terms of the
                  Series AA Certificate of Designation; and, when declared as a
                  dividend in compliance with the limitations of Delaware
                  General Corporation Law on dividends and when so issued, the
                  Series A Dividend Shares will be validly issued, fully paid
                  and nonassessable;

         (3)      the Warrant Shares have been duly and validly authorized for
                  issuance and, when issued in accordance with the terms of the
                  Warrants, will be validly issued, fully paid and
                  nonassessable; and

         (4)      the above-mentioned 71,397,047 shares of common stock issuable
                  as Series AA Conversion Shares, Series AA Dividend Shares and
                  Warrant Shares have duly and validly authorized for issuance
                  and, when issued as stated in the foregoing opinions, will be
                  validly issued, fully paid and non-assessable.

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


                                           Sincerely,


                                           /s/ Holland & Hart LLP

                                           Holland & Hart LLP