Exhibit 5.1

                      [LETTERHEAD OF LATHAM & WATKINS LLP]

August 6, 2003


Tegal Corporation
2201 South McDowell Blvd.
Petaluma, California  94954

         Re:      Registration Statement on Form S-3
                  8,271,597 shares of Common Stock, par value $0.01 per share

Ladies & Gentlemen:


         In connection with the  registration by Tegal  Corporation,  a Delaware
corporation (the "Company"), of the resale of 8,271,597 shares (the "Shares") of
the  Company's  common  stock,  par value $0.01 per share,  including  2,229,653
shares (the "Warrant  Shares")  issuable pursuant to the exercise of warrants to
purchase  common  stock  issued by the Company (the  "Warrants")  and  2,655,540
shares (the "Converted  Shares") issuable pursuant to the conversion of $929,444
principal amount of the Company's 2.0% Convertible  Secured Debentures issued by
the  Company on June 30,  2003 (the  "Convertible  Debentures"),  pursuant  to a
registration statement on Form S-3 under the Securities Act of 1933, as amended,
filed with the Securities  and Exchange  Commission on July 28, 2003 and amended
by Amendment No. 1 thereto, filed with the Securities and Exchange Commission on
August 6, 2003 (as amended,  the "Registration  Statement"),  you have requested
our opinion set forth below.

         In our  capacity  as your  special  counsel  in  connection  with  such
registration,  we are  familiar  with the  proceedings  taken by the  Company in
connection with the  authorization of the Shares and proposed to be taken by the
Company in  connection  with the  issuance  and sale of the Shares,  and for the
purposes of this opinion, have assumed such proceedings will be timely completed
in the manner presently proposed.  In addition, we have examined such matters of
fact and questions of law as we have considered appropriate for purposes of this
letter.


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

         Subject to the foregoing, it is our opinion that as of the date hereof,
(a) the Shares  (excluding  the Warrant  Shares and Converted  Shares) have been
duly authorized by all necessary corporate action of the Company and are validly
issued,  fully paid and  non-assessable,  (b) the Warrant  Shares have been duly
authorized by all necessary  corporate action of the Company and, upon issuance,
delivery and payment therefor in the manner  contemplated by the Warrants,  will
be validly issued,  fully paid and non-assessable,  and (c) the Converted Shares
have been duly authorized by all necessary corporate action of the Company,  and
upon issuance,  delivery and payment therefor in the manner  contemplated by the
Convertible Debentures, will be validly issued, fully paid and non-assessable.

         We  consent  to  your  filing  this   opinion  as  an  exhibit  to  the
Registration  Statement  and to the  reference to our firm  contained  under the
heading  "Legal  Matters"  in  the  prospectus   included  in  the  Registration
Statement.


                                                     Very truly yours,

                                                     /s/ Latham & Watkins LLP