<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>6
<FILENAME>ex5_1.txt
<TEXT>
<PAGE>

                                                                     Exhibit 5.1


July 7, 2003

SBE, Inc.
2305 Camino Ramon, Suite 200
San Ramon, CA 94583

Ladies and Gentlemen:

We have acted as counsel for SBE,  Inc. (the  "Company") in connection  with the
private  placement  of shares of the  Company's  Common  Stock,  pursuant to the
Securities  Purchase  Agreement  dated as of June 27,  2003,  by and  among  the
Company  and the  persons  listed on the  Schedule of  Purchasers  thereto  (the
"Purchase  Agreement") and the placement agent  engagement  letter,  dated as of
June 18,  2003,  between the  Company  and  Puglisi & Co. This  opinion is being
furnished  in  connection  with  a  Registration  Statement  on  Form  S-3  (the
"Registration Statement") with the Securities and Exchange Commission,  covering
the resale of up to 500,000  shares of the  Company's  Common Stock (the "Common
Shares")  and up to 200,000  shares of the  Company's  Common  Stock that may be
issued upon the exercise of warrants (the "Warrant Shares")

In connection with this opinion, we have examined the Registration Statement and
related Prospectus,  the Company's  Certificate of Incorporation,  By-laws,  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. We have relied upon a certificate of
an officer of the Company that the Company has received  payment of the purchase
price of the Common Shares as set forth in the Purchase Agreement.

On the basis of the foregoing,  and in reliance  thereon,  we are of the opinion
that  the  Common  Shares  have  been  validly  issued  and are  fully  paid and
nonassessable, and the Warrant Shares, when issued upon exercise of the warrants
in  accordance  with  their  terms,  will be  validly  issued,  fully  paid  and
nonassessable.

We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus  included  in the  Registration  Statement  and 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>
