EXHIBIT  5
November  23,  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  SBE,  Inc.,  a  Delaware 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 an additional
100,000  shares  of the Company's Common Stock, par value $0.001 per share, (the
"Shares")  pursuant  to  its  1992 Employee Stock Purchase 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,  when  sold  and  issued  in  accordance  with  the Plan, the
Registration  Statement  and  related  Prospectus, 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



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

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