EXHIBIT 5.1
                                       
                                 [LETTERHEAD]


July 15, 1998


Zitel Corporation
47211 Bayside Parkway
Fremont, CA  94538-6517

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-3 (the "Registration Statement") with the Securities and 
Exchange Commission covering the offering of 3,381,575 shares of the 
Company's Common Stock of which 150,000 shares (the "Warrant Shares") are 
issuable upon exercise of Common Stock Purchase Warrants (the "Warrants"), 
and of which 3,231,175 shares (the "Conversion Shares") are issuable upon the 
conversion of the Company's outstanding 3% Convertible Subordinated 
Debentures (the "Debentures").

In connection with this opinion, we have examined the Registration Statement,
the Company's Amended and Restated Certificate of Incorporation and Bylaws, 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 Warrant Shares, when issued and paid for upon exercise of the 
Warrants, and the Conversion Shares, when issued upon conversion of the 
Debentures in accordance with the terms thereof, will be validly issued, 
fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus included in the Registration Statement.

Very truly yours,

COOLEY GODWARD LLP


John L. Cardoza