EXHIBIT 5.1

    2475 HANOVER STREET PALO ALTO, CA 94304-1114 650.233.4500 F: 650.233.4545

September 8, 2004

Fiberstars Inc.
44259 Nobel Drive
Fremont, CA 94583

           Re:       Registration Statement on Form S-1

Ladies and Gentlemen:

We are acting as counsel for Fiberstars, Inc., a California corporation (the
"Company"), in connection with the Registration Statement on Form S-1 relating
to the registration under the Securities Act of 1933 (the "Act") of 1,622,025
shares of Common Stock, par value $0.0001 per share (the "Common Stock") of the
Company, all of which are to be offered and sold by certain shareholders of the
Company (the "Selling Shareholders") (Such Registration Statement is herein
referred to as the "Registration Statement.")

We have reviewed and are familiar with such corporate proceedings and other
matters as we have deemed necessary for this opinion. Based upon the foregoing,
we are of the opinion that the shares of Common Stock to be offered and sold by
the Selling Shareholders, to the extent currently outstanding, have been duly
authorized and legally issued and are fully paid and nonassessable, and to the
extent issuable upon exercise of certain warrants held by the Selling
Stockholders, when issued in accordance with the exercise provisions of the such
warrants, will be duly authorized and legally issued and are fully paid and
nonassessable. This opinion is limited to matters governed by the General
Corporation Law of the State of California.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.
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 or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Pillsbury Winthrop LLP