EXHIBIT 5


                         [LATHAM & WATKINS LETTERHEAD]



                                 October 4, 1999





Tegal Corporation
2201 South McDowell Boulevard
Petaluma, California 94955

               Re:    Tegal Corporation
                      550,000 shares of Common Stock, par value $0.01 per share

Ladies & Gentlemen:

               In connection with the registration under the Securities Act of
1933, as amended, of an aggregate of 550,000 shares (the "Shares") of common
stock, par value $0.01 per share, of Tegal Corporation (the "Company") issuable
under the Tegal Corporation Amended and Restated Employee Qualified Stock
Purchase Plan (the "Employee Plan"), and the Amended and Restated 1998 Equity
Participation Plan of Tegal Corporation (together with the Employee Plan, the
"Plans") by the Company on Form S-8 filed with the Securities and Exchange
Commission on October 4, 1999 (the "Registration Statement"), you have requested
our opinion with respect to the matters set forth below.

               In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares. In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals and copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and instruments as we have deemed necessary or appropriate for purposes of this
opinion.

               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 are opining herein as to the effect on the subject transaction
only of the General Corporation Law of the State of Delaware, including
statutory and reported decisional law thereunder, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of any other laws.


October 4, 1999
Page 2



               Subject to the foregoing, it is our opinion that the Shares to be
issued under the Plans have been duly authorized, and upon the issuance and
delivery of the Shares, in the manner contemplated by the Plans, and assuming
the Company completes all actions and proceedings required on its part to be
taken prior to the issuance and delivery of the Shares pursuant to the terms of
the Plans, including, without limitation, collection of required payment for the
Shares, the Shares will be validly issued, fully paid and nonassessable.

               This opinion is rendered only to you and is solely for your
benefit in connection with the transactions covered hereby. This opinion may not
be relied upon by you for any other purpose, or furnished to, quoted to or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent. We consent to your filing this opinion as an exhibit
to the Registration Statement.

                                               Very truly yours,

                                               /s/ Latham & Watkins