EXHIBIT 5.1



March 26, 1996


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

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 100,000 shares of the Company's Common
Stock, no par value, (the "Shares") pursuant to its 1995 Non-Employee Directors'
Stock Option Plan (the "Plan").

In connection with this opinion, we have examined the Registration Statement and
related Prospectus,  your Articles 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.

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


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