EXHIBIT 5.1

                                   May 6, 2005


Zapata Corporation
100 Meridian Centre, Suite 350
Rochester, New York  14618

         RE:      48,000 SHARES OF COMMON STOCK, PAR
                  VALUE $0.01 PER SHARE, OF ZAPATA CORPORATION

Dear Sir or Madam:

         We refer to the Registration Statement on Form S-8 ("REGISTRATION
STATEMENT") filed by Zapata Corporation (the "COMPANY") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), relating to the registration of 48,000 shares of common
stock, par value $0.01 per share (the "SHARES"), of the Company which may be
issued upon exercise of stock options granted to non-employee directors of the
Company pursuant to director stock option agreements dated March 1, 2002 (the
"OPTION AGREEMENTS").

         We are familiar with the proceedings to date with respect to the Option
Agreements and the proposed issuance and sale of the Shares and have examined
such records, documents and questions of law, and satisfied ourselves as to such
matters of fact, as we have considered relevant and necessary as a basis for
this opinion.

         Based on the foregoing, we are of the opinion that the Shares will be,
as and when acquired in accordance with the terms and conditions of the Option
Agreements, legally issued, fully paid and non-assessable under the Nevada
Revised Statutes. This opinion is based solely on the opinion of Woodburn &
Wedge, LLP delivered to us on this date relating to such matters and is subject
to the qualifications and limitations stated therein.

         We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states to the sale of the Shares.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.

                                Very truly yours,

                             WOODS OVIATT GILMAN LLP

                           /s/ Woods Oviatt Gilman LLP