EXHIBIT 5.1

                         [COOLEY GODWARD LLP LETTERHEAD]

November 20, 2003


Asyst Technologies, Inc.
48761 Kato Road
Fremont, CA 94538

Ladies and Gentlemen:

         You have requested our opinion with respect to certain matters in
connection with the sale by Asyst Technologies, Inc., a California corporation
(the "Company"), of up to 6,900,000 shares of the Company's common stock,
without par value (the "Shares"), including 900,000 shares of common stock for
which the underwriters have been granted an over-allotment option, pursuant to a
Registration Statement on Form S-3 and the related Prospectus and Prospectus
Supplement filed with the Securities and Exchange Commission (the "Commission").
All of the Shares are to be sold by the Company as described in the Registration
Statement and related Prospectus and Prospectus Supplement.

         In connection with this opinion, we have examined and relied upon the
Registration Statement and related Prospectus included therein, the
Prospectus Supplement filed with the Commission pursuant to Rule 424 under the
Securities Act of 1933, as amended, the Company's Amended and Restated Articles
of Incorporation and Bylaws, as currently in effect, and the originals or copies
certified to our satisfaction of such other documents, records, certificates,
memoranda and other instruments as we deem necessary or appropriate to enable us
to render the opinion expressed below. 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 in accordance with the Registration
Statement and the related Prospectus and the Prospectus Supplement, will be
validly issued, fully paid and nonassessable.



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         We consent to the reference to our firm under the caption "Legal
Matters" in the Prospectus Supplement and the Prospectus included in the
Registration Statement and to the filing of this opinion as an exhibit to the
Registration Statement.

Sincerely,

COOLEY GODWARD LLP


/s/ James C. Kitch
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James C. Kitch