EXHIBIT 5.1

                               September 11, 2000



Zapata Corporation
100 Meridian Centre, Suite 350
Rochester, New York 14614

         RE:      5,000,000 SHARES OF COMMON STOCK, PAR VALUE
                  $0.001 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 5,000,000 additional shares
of common stock, par value $0.001 per share (the "SHARES"), of the Company which
may be issued upon exercise of stock options granted to employees of the Company
pursuant to the 1996 Long-Term Incentive Plan (the "PLAN").

     We are familiar with the proceedings to date with respect to the Plan 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 Plan,
legally issued, fully paid and non-assessable under the Nevada Revised Statutes.
This opinion is based solely on the opinion of Marshall, Hill, Cassas & de
Lipkau 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.



Zapata Corporation
September 11, 2000
Page -2-



     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