EXHIBIT 5
[COOLEY GODWARD LETTERHEAD]

October 13, 1998 

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 [name of corporation] (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 300,000 shares of the Company's Common Stock, $.001 par value, (the 
"Shares") pursuant to its 1998 Non-Officer Stock Option Plan (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, 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



By: /s/ Christopher A. Westover
    ___________________________
      Christopher A. Westover

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