Exhibit 5.1

                                                                [GRAY CARY LOGO]
                                                4365 Executive Drive, Suite 1600
                                                        San Diego, CA 92121-2189
                                                                www.graycary.com
                                                                 O] 858-677-1418
                                                                 F] 858-677-1477

July 20, 2004

                                                         OUR FILE NO. 8203-92001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Ladies and Gentlemen:

As legal counsel for Cohu, Inc., a Delaware corporation (the "Company"), we are
rendering this opinion in connection with the preparation and filing of a
registration on Form S-8 (the "Registration Statement") under the Securities Act
of 1933, as amended, of a total of up to an additional 1,000,000 shares of the
Common Stock, $1.00 par value, of the Company which may be issued pursuant to
the Cohu, Inc. 1998 Stock Option Plan (the "Plan").

We have examined all instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We express no opinion
concerning any law other than the corporation laws of the State of Delaware. As
to matters of Delaware corporation law, we have based our opinion solely upon
our examination of such laws and the rules and regulations of the authorities
administering such laws, all as reported in standard, unofficial compilations.

Based on such examination, we are of the opinion that the additional 1,000,000
shares of Common Stock which may be issued under the Plan are duly authorized
shares and, when issued against receipt of the consideration therefor in
accordance with the provisions of the Plan, will be validly issued, fully paid
and nonassessable. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement referred to above and the use of our name wherever
it appears in said Registration Statement.

Respectfully submitted,

/s/ Gray Cary Ware & Freidenrich LLP

GRAY CARY WARE & FREIDENRICH LLP










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