EXHIBIT 5.1

                  OPINION OF BROBECK, PHLEGER & HARRISON LLP


                                August 1, 2001



Odetics, Inc.
1515 South Manchester Avenue
Anaheim, California 92802

     Re:  Odetics, Inc. Registration Statement on Form S-3
          for the Resale of 78,740 Shares of Class A Common Stock

Ladies and Gentlemen:

     We have acted as counsel to Odetics, Inc. a Delaware corporation
("Odetics"), in connection with the registration for resale of up to 78,740
shares (the "Shares") of Odetics' Class A Common Stock pursuant to Odetics'
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act").

     This opinion is being furnished in accordance with the requirements of Item
16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.

     We have reviewed Odetics' charter documents and the corporate proceedings
taken by Odetics in connection with the issuance and sale of the Shares.  Based
on such review, we are of the opinion that the Shares have been duly authorized,
and are legally issued, fully paid and nonassessable.

     We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder or
Item 509 of Regulation S-K.

     This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein.  Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to Odetics or the
Shares.

                                             Very truly yours,

                                             /s/ Brobeck, Phleger & Harrison LLP


                                             Brobeck, Phleger & Harrison LLP