<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>cooley_consent.txt
<TEXT>




Exhibit  5.1

June  14,  2001
SBE,  INC.
4550  NORRIS  CANYON  ROAD
SAN  RAMON,  CA  94583

Ladies  and  Gentlemen:

You  have  requested  our  opinion with respect to certain matters in connection
with the filing by SBE, Inc. (the "Company") of a Registration Statement on Form
S-8  (the  "Registration Statement") with the Securities and Exchange Commission
covering  the  offering  of  up to 300,000 shares of the Company's Common Stock,
$.001  par  value,  (the  "Shares")  pursuant to its 1996 Stock Option Plan (the
"Stock  Option  Plan")  and  its  1998  Non-Officer  Stock  Option  Plan  (the
"Non-Officer  Plan"  and  together  with  the  Stock  Option Plan, the "Plans").

In connection with this opinion, we have examined the Registration Statement and
related Prospectuses, your Certificate of Incorporation and By-laws, as amended,
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  the  Shares,  when  sold  and  issued  in  accordance  with the Plans, the
Registration  Statement  and related Prospectuses, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment  arrangements,  which  will  be  fully  paid and nonassessable when such
deferred  payments  are  made  in  full).

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

Very truly yours,

Cooley Godward LLP
By:/s/Christopher A. Westover
   ----------------------------
     Christopher A. Westover


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