Exhibit 5


                                November 21, 2001

The Board of Directors
Cray Inc.

Dear Sirs:

        I am the general counsel of Cray Inc. (the "Company") and have
supervised the corporate proceedings in connection with the filing of a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933 relating to the issuance of up to 100,000 shares of
common stock of the Company (the "Shares") upon the exercise of the stock
purchase warrant issued to Foothill Capital Corporation. I have reviewed the
corporate actions of the Company in connection with this matter and have
examined those documents, corporate records, and other instruments that I deemed
necessary for the purposes of this opinion.

        Based on the foregoing, it is my opinion that the Shares have been duly
authorized and are legally issued, fully paid and nonassessable.

        I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the prospectus.

                                            Very truly yours,

                                                  /S/

                                            Kenneth W. Johnson
                                            General Counsel