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