EXHIBIT 5.1

             OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP

December 21, 2001


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

                  Re:    Odetics, Inc. Registration Statement on Form S-8 for
                         2,375,000 shares of Class A common stock

Ladies and Gentlemen:

                  We have acted as counsel to Odetics, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), of 2,375,000 shares of the Company's Class A common stock (the "Shares")
for issuance under the Odetics, Inc. 1997 Stock Incentive Plan (the "Option
Plan") and the Odetics, Inc. 401(k) and Stock Ownership Plan (the "401(k) Plan"
and together with the Option Plan, the "Plans").

                  This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

                  We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the establishment
of and amendments to the Plans. Based on such review, we are of the opinion that
if, as and when the Shares are issued and sold (and the consideration therefor
received) pursuant to (a) the provisions of option agreements duly authorized
under the Option Plan and in accordance with the Registration Statement or (b)
duly authorized direct stock issuances under the Plans effected in accordance
with the Registration Statement, such Shares will be duly authorized, legally
issued, fully paid and nonassessable.

                  We consent to the filing of this opinion letter as Exhibit 5.1
to 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 the
Company, the Plans or the Shares.

                                        Very truly yours,

                                        /s/ Brobeck, Phleger & Harrison LLP

                                        BROBECK, PHLEGER & HARRISON LLP