EXHIBIT  5.1


May  20,  2002
SBE,  Inc.
2305  Camino  Ramon,  Suite  200
San  Ramon,  CA  94583

Ladies  and  Gentlemen:

You  have  requested  our  opinion with respect to certain matters in connection
with the filing by SBE, Inc. (the "Company") of a Registration Statement on Form
S-3  (the "Registration Statement") with the Securities and Exchange Commission,
covering the sale of 555,556 shares of the Company's Common Stock (the "Shares")
pursuant  to  the  Subscription  Agreement  dated  as  of April 30, 2002, by and
between  the  Company and Stonestreet Limited Partnership (the "Agreement"), and
122,540  shares  of  the  Company's Common Stock (the "Warrant Shares") issuable
upon the exercise of warrants (the "Warrants") pursuant to the Agreement and the
Letter  of  Understanding, dated  April 17, 2002, by and between the Company and
Vintage  Partners  LLC.

In connection with this opinion, we have examined the Registration Statement and
related  Prospectus,  the  Company's  Certificate of Incorporation, By-laws, 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 have been validly issued and are fully paid and nonassessable,
and  the  Warrant  Shares,  when  issued  in  accordance  with  the terms of the
Warrants,  will  be  validly  issued,  fully  paid  and  nonassessable.

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,  Esq.