EXHIBIT 5
September 13, 2000
SBE, Inc.
4550 Norris Canyon Road
San Ramon, CA 94583
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by SBE, Inc. (the "Company") of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 159,800 shares of the Company's
Common Stock, par value $0.001 per share (the "Shares"), pursuant to the LAN
Media Corporation 1998 Stock Option/Stock Issuance Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, your Certificate of Incorporation and By-laws, as
amended, 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 Shares, when sold and issued in accordance with the Plan,
the Registration Statement and related Prospectus, will be validly issued,
fully paid, and nonassessable (except as to shares issued pursuant to
certain deferred payment arrangements, which will be fully paid and
nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
Cooley Godward LLP
Jodie M. Bourdet, Esq.
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