EX 5 OPINION OF MCCAUSLAND, KEEN & BUCKMAN
























                                    EXHIBIT 5

                    [McCausland, Keen & Buckman letterhead]
                                                                  (610) 341-1070



                                  April 3, 2002




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

         Re:      Neoware Systems, Inc.
                  ---------------------

Ladies and Gentlemen:

         We have acted as counsel to Neoware Systems, Inc., (the "Company"), a
Delaware corporation in connection with the preparation and filing of a
registration statement on Form S-3, which is being filed with the Securities and
Exchange Commission on the date hereof (the "Registration Statement").
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Registration Statement.

         The Registration Statement covers 1,030,822 shares of the Company's
Common Stock, par value $.001 per share, 944,727 of which are currently
outstanding and held by the Selling Stockholders (the "Common Shares"), and
86,095 of which are issuable upon the exercise of warrants (the "Warrant
Shares").

         We have examined the Registration Statement, including the exhibits
hereto, the Company's Certificate of Incorporation, the Company's By-Laws, as
amended, the minutes of actions taken by the Board of Directors of the Company,
and such other instruments as we deemed necessary for the opinions rendered
herein. In the foregoing examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the authenticity of all documents submitted to us as copies of originals.

         Based upon the foregoing, we are of the opinion that the Common Shares
issued to the Selling Stockholders are duly authorized, validly issued, fully
paid and non-assessable, and that the Warrant Shares are duly authorized, and
when issued and paid for in accordance with the terms of the warrants, upon
exercise of the warrants, will be validly issued, fully paid and non-assessable.





         We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. We also consent to the reference to this firm under the
heading "Legal Matters" in the Prospectus constituting a part of the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations thereunder.


                                            Sincerely,

                                            McCausland, Keen & Buckman


                                            By: /s/ Nancy D. Weisberg
                                               ---------------------------------
                                               Nancy D. Weisberg, Vice President