EXHIBIT 5.1

                                    [LETTERHEAD]


July 15, 1997


Zitel Corporation
1324 Chesapeake Terrace
Sunnyvale, CA  94089

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection 
with the filing by Zitel Corporation (the "Company") of a Registration 
Statement on Form S-3 (the "Registration Statement") with the Securities and 
Exchange Commission covering the offering of 3,061,401 shares of the 
Company's Common Stock, with a par value of $0.001 of which 61,401 shares are 
currently owned by one of the Selling Securityholders (the "Shares") and up 
to 3,000,000 (the "Conversion Shares") of which are issuable upon the 
conversion of the Company's outstanding 5% Convertible Subordinated 
Debentures (the "Debentures").

In connection with this opinion, we have examined the Registration Statement, 
the Company's Certificate of Incorporation and Amended and Restated 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 Common Shares are validly issued, fully paid, and nonassessable and 
that Conversion Shares, when issued upon conversion of the Debentures in 
accordance with the terms thereof, will be validly issued, fully paid and 
nonassessable.

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

Very truly yours,

Cooley Godward LLP


/s/ John L. Cardoza