Exhibit 5.1



September 20, 2005

SBE, Inc.
2305 Camino Ramon, Suite 200
San Ramon, California 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,
including a prospectus covering the resale of up to 4,621,050 shares of common
stock (the "Common Shares") and up to 1,030,000 shares of common stock that may
be issued upon the exercise of warrants (the "Warrant Shares").

In connection with this opinion, we have examined the Registration Statement and
related Prospectus, the Company's Certificate of Incorporation, as amended, and
Bylaws, as amended, 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.

Based on the foregoing, and in reliance thereon, we are of the opinion that the
Common Shares have been validly issued and are fully paid and non-assessable,
and the Warrant Shares, when issued upon exercise of the warrants in accordance
with their terms, will be validly issued, fully paid and non-assessable.

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
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Jodie M. Bourdet