<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>ex5_1.txt
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Exhibit 5.1

April 1, 2004

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.,  a Delaware  corporation  (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 an aggregate
of 1,200,000  additional shares of the Company's Common Stock,  $0.001 par value
(the "Shares"), issuable pursuant to its 1996 Stock Option Plan, as amended (the
"Option  Plan") and its 2001  Non-Employee  Directors'  Stock  Option  Plan (the
"Directors'  Plan")  (the  Option  Plan and  Directors'  Plan being  hereinafter
collectively referred to as the "Plans").

In connection with this opinion,  we have examined the Plans,  the  Registration
Statement and related Prospectuses,  the Company's 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  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

/s/ Jodie M. Bourdet
----------------------------
    Jodie M. Bourdet



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