This has turned into a really great thread and I am appreciating all the feedback. Everyone has their valid points.
I feel honestly that my friend seems like a one woman kinda man and even though I know he has still has feelings for me, I wouldn't want to put him in a position where he feels he has to choose. I highly doubt that he would entertain the notion of two girlfriends and what he has with this new gf seems rather serious, though sudden. They spend all their time together, really.
I honestly couldn't give him much time, maybe a day or two out of each month, and I have a feeling that I would really be out of line in his gf's eyes and I of course would not want to hide anything. That seems sleazy and...yeah, like I'm trying to steal him. I'm not that kind of person at all. I would spit fire if someone tried to steal my man behind my back.
I think I'm gonna bow out, keep him as my friend and leave things where they sit. I know we care about each other and that's all I need. I am truly happy for him - he's been needing a nice girl for a long time. The last few have been psycho.