Exhibit 5.1

                      [LETTERHEAD OF LATHAM & WATKINS LLP]



October 14, 2003

Tegal Corporation
2201 South McDowell Blvd.
Petaluma, California  94954

         Re:      Registration Statement on Form S-3
                  ----------------------------------
                  26,677,548 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 26,677,548  shares (the "Shares")
of the Company's  common stock, par value $0.01 per share,  including  3,563,111
shares (together with 1,756,127 shares issued to advisors, the "Warrant Shares")
issuable pursuant to the exercise of warrants to purchase common stock issued by
the Company (the  "Warrants")  and  17,815,874  shares  (together with 3,542,436
shares of payable-in-kind interest, the "Converted Shares") issuable pursuant to
the  conversion  of  $6,235,556.20   principal  amount  of  the  Company's  2.0%
Convertible  Secured  Debentures issued by the Company on September 9, 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  September  18,  2003 and  amended by  Amendment  No. 1
thereto,  filed with the Securities and Exchange  Commission on October 14, 2003
(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.  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 Warrant  Shares have been duly  authorized  by all  necessary  corporate
action of the Company  and,  upon  issuance,  delivery  and payment  therefor in
accordance  with and in the manner  contemplated  by the terms of the  Warrants,
will be validly  issued,  fully paid and  non-assessable,  and (b) the Converted
Shares  have been  duly  authorized  by all  necessary  corporate  action of the
Company, and upon issuance, delivery and payment therefor in accordance with and
in the manner contemplated by the terms of 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