August 16, 1999                                                     Exhibit 5.1


Be Incorporated
800 El Camino Real, Suite 400
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 an aggregate of 10,801,396  shares of
the Company's Common Stock, $.001 par value (the "Shares"),  with respect to (a)
1,617,315  of the Shares  issuable  pursuant to its 1992 Stock  Option Plan (the
"Option Plan"); (b) 6,184,081 of the Shares issuable pursuant to its 1999 Equity
Incentive  Plan (the  "Incentive  Plan");  (c) 1,500,000 of the Shares  issuable
pursuant  to  its  1999   Non-Employee   Directors'   Stock   Option  Plan  (the
"Non-Employee  Directors'  Plan")  and  (d)  1,500,000  of the  Shares  issuable
pursuant to its Employee Stock Purchase Plan (the "Employee Purchase Plan")

In connection with this opinion, we have examined the Registration Statement and
related prospectus, the Company's Certificate of Incorporation,  as amended, and
Bylaws,  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 Option Plan,  the
Incentive Plan, the Non-Employee Directors' Plan and the Employee Purchase 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/ ANDREI M. MANOLIU
         ---------------------
         Andrei M. Manoliu, Esq.