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                                                                       EXHIBIT 5


                             [GRAY CARY LETTERHEAD]


August 1, 2001

                                                         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 registration under the Securities
Act of 1933, as amended, of a total of up to an additional 500,000 shares of the
Common Stock, $1.00 par value, of the Company which may be issued pursuant to
the Cohu, Inc. 1996 Outside Directors Stock Option Plan and 1997 Employee Stock
Purchase Plan (the "Plans"). 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 are admitted to practice only in the State of California and we express no
opinion concerning any law other than the law of the State of California, the
corporation laws of the State of Delaware and the federal law of the United
States. 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. We have not obtained opinions of counsel licensed to practice in
jurisdictions other than the State of California.

Based on such examination, we are of the opinion that the additional 500,000
shares of Common Stock which may be issued under the Plans are duly authorized
shares and, when issued against receipt of the consideration therefor in
accordance with the provisions of the Plans, 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