<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>



Exhibit  5.1

May  6,  2002

SBE,  Inc.
2305  Camino  Ramon,  Suite  200
San  Ramon,  California  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 250,000 additional shares of the Company's Common
Stock,  $0.001  par value (the "Shares"), issuable pursuant to its 1992 Employee
Stock  Purchase  Plan,  as  amended  (the "1992 Plan") and its 1996 Stock Option
Plan,  as  amended  (the  "1996  Plan").

In connection with this opinion, we have examined the Registration Statement and
related  Prospectuses,  the  Company's  Amended  and  Restated  Certificate  of
Incorporation,  as  amended,  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 1992 Plan, the 1996
Plan,  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
/s/  Jodie M. Bourdet
-------------------------------------
Jodie M. Bourdet







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</DOCUMENT>
