EXHIBIT 5.1
[LETTERHEAD]
March 5, 1999
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
4,359,603 shares of the Company's Common Stock, without par value, of
which 75,000 shares (the "Warrant Shares") are issuable upon exercise
of Common Stock Purchase Warrants (the "Warrants"), and of which
4,284,603 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 Common Shares are validly issued, fully paid and
nonassessable, and 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