EXHIBIT  5
March  6,  2000



SBE,  Inc.
4550  Norris  Canyon  Road
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-8  (the  "Registration Statement") with the Securities and Exchange Commission
covering  the  offering  of  up to an additional 100,000 shares of the Company's
Common  Stock,  par  value $0.001 per share, (the "Shares") pursuant to its 1996
Stock  Option  Plan,  as  amended  (the  "Plan").

In connection with this opinion, we have examined the Registration Statement and
related  Prospectus,  your Certificate of Incorporation and By-laws, 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.

On  the  basis  of the foregoing, and in reliance thereon, we are of the opinion
that  the  Shares,  solely  to the extent that they constitute original issuance
securities,  when  sold and issued in accordance with the Plan, the Registration
Statement  and  related  Prospectus,  will  be  validly  issued, fully paid, and
nonassessable  (except  as to shares issued pursuant to certain deferred payment
arrangements,  which  will  be  fully  paid and nonassessable when such deferred
payments  are  made  in  full).

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

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