Exhibit 5.1

March 28, 2001


Be Incorporated
800 El Camino Real
Menlo Park, CA 94025


Ladies and Gentlemen:

You have  requested  our opinion with respect to certain  matters in  connection
with the filing by Be Incorporated  (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  2,108,580  shares of the  Company's
Common  Stock,  $.001 par value,  (the  "Shares")  pursuant  to its 1999  Equity
Incentive 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/ VINCENT P. PANGRAZIO
   -------------------------
   Vincent P. Pangrazio, Esq.