Exhibit 5.1



                         [LATHAM & WATKINS LETTERHEAD]



                                  May 8, 1998



Tegal Corporation
2201 South McDowell Boulevard
P.O. Box 6020
Petaluma, California 94955-6020

               Re:    Tegal Corporation
                      1,745,813 shares of Common Stock, par value $.01 per share

Ladies/Gentlemen:

               In connection with the registration of 1,745,813 shares (the
"Shares") of common stock, par value $.01 per share ("Common Stock"), of Tegal
Corporation, a Delaware corporation (the "Company"), issued to a certain
stockholder (the "Selling Stockholder") of the Company, under the Securities Act
of 1933, as amended, on Form S-3 filed with the Securities and Exchange
Commission on May 8, 1998 (the "Registration Statement"), you have requested
our opinion with respect to the matters set forth below.

               In our capacity as your special counsel in connection with such
registration, we have made such legal and factual examinations and inquiries as
we have deemed necessary or appropriate for purposes of this opinion, except
where a statement is qualified as to knowledge or awareness, in which case we
have made no or limited inquiry as specified below.




LATHAM & WATKINS

Tegal Corporation
May 8, 1998
Page 2



               In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.

               We have been furnished with, and with your consent have relied
upon, certificates of officers of the Company with respect to certain factual
matters. In addition, we have obtained and relied upon such certificates and
assurances from public officials as we have deemed necessary.

               We are opining herein as to the effect on the subject transaction
only of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of any
other laws, or as to any matters of municipal law or the laws of any other local
agencies within the state. In rendering the opinion below, we have also relied
on the opinion of Richards, Layton & Finger dated as of October 24, 1995, the
Company's special counsel in connection with the domestication of the Company in
the State of Delaware and the opinion of Conyers, Dill and Pearman dated as of
October 24, 1995, the Company's Bermuda counsel.

               Whenever a statement herein is qualified by "to our knowledge" or
a similar phrase, it is intended to indicate that those attorneys in this firm
who have rendered legal services in connection with the above transactions do
not have current actual knowledge of the inaccuracy of such statement. However,
except as otherwise expressly indicated, we have not undertaken any independent
investigation to determine the accuracy of any such statement, and no inference
that we have any knowledge of any matters pertaining to such statement should be
drawn from our representation of the Company.

               Subject to the foregoing, it is our opinion that, as of the date
hereof, the Shares have been duly authorized, validly issued and, to our
knowledge, are fully paid and nonassessable.

               We consent to your filing this opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,

                                            /s/ Latham & Watkins