EXHIBIT 5.1

            OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP


                              February 11, 2000


Odetics, Inc.
1515 South Manchester Avenue
Anaheim, California 92802

          Re:  Odetics, Inc. Registration Statement on Form S-8 for 400,000
               Shares of Class A Common Stock

Ladies and Gentlemen:

          We have acted as counsel to Odetics, Inc., a Delaware corporation (the
"Company") in connection with the registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 400,000 shares of
the Company's Class A Common Stock (the "Shares") under the Odetics, Inc. 1997
Stock Incentive Plan, as amended to date (the "Plan").

          This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

          We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment of the
Plan.  Based on such review, we are of the opinion that if, as and when the
Shares are issued and sold (and the consideration therefor received) pursuant to
(a) the provisions of option agreements duly authorized under the Plan and in
accordance with the Registration Statement, or (b) duly authorized direct stock
issuance in accordance with the Plan and in accordance with the Registration
Statement, such Shares will be duly authorized, legally issued, fully paid and
nonassessable.

          We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement.  In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Act, the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, or Item 509 of Regulation S-K.


          This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein.  Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.

                                        Very truly yours,


                                        BROBECK, PHLEGER & HARRISON LLP