EXHIBIT 5

                                [MKB Letterhead]

                                 August 14, 2003

Neoware Systems, Inc.
400 Feheley Drive
King of Prussia, Pennsylvania 19406

Re: Registration Statement on Form S-8

Ladies and Gentleman:

         We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Neoware Systems, Inc. (the "Company"),
a Delaware corporation, with the Securities and Exchange Commission in
connection with the registration of 200,000 shares (the "Shares") of the
Company's common stock which may be issued by the Company upon exercise of
options granted or available for grant under the Company's Amended and Restated
2002 Non-Qualified Stock Option Plan (the "Plan").

         We have examined the Registration Statement, including the exhibits
thereto, the Company's Certificate of Incorporation, as amended, the Company's
Bylaws, as amended, the Plan and related minutes of actions taken by the board
of directors of the Company. 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, when issued,
delivered and paid for in accordance with the terms of, and upon exercise of the
options granted under, the Plan, the Shares 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. 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