May 18, 1995

                                                 MICHAEL R. JACOBSON
VIA FEDERAL EXPRESS                              Direct: (415) 843-5031
                                                 Internet: jacobsonmr@cooley.com
Zitel Corporation
47211 Bayside Parkway
Fremont, CA 94538


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-8 (the  "Registration  Statement")  with the  Securities  and Exchange
Commission covering the offering of up to 500,000 shares of the Company's Common
Stock, no par value, (the "Shares") pursuant to its 1984 Employee Stock Purchase
Plan and 1990 Stock Option Plan (the "Plans").

In connection with this opinion, we have examined the Registration Statement and
related Prospectuses, your Restated 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  Plans,  the
Registration  Statement and related Prospectuses,  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 CASTRO
HUDDLESON & TATUM



By:      /s/Michael R. Jacobson
   ---------------------------------------------
         Michael R. Jacobson

MRJ:LMR:hm