EXHIBIT 5.1

                         OPINION OF LATHAM & WATKINS LLP

                              Latham & Watkins LLP
                           505 Montgomery St. Ste 1900
                          San Francisco, CA 94111-2562

February 27, 2004

Tegal Corporation
2201 South McDowell Blvd.
Petaluma, California  94954

         Re:      Registration Statement on Form S-3
                  7,545,317 shares of Common Stock, par value $0.01 per share

Ladies and Gentlemen:

      In connection with the registration by Tegal Corporation, a Delaware
corporation (the "Company"), of the resale of 7,545,317 shares (the "Shares") of
the Company's common stock, par value $ 0.01 per share (the "Common Stock"),
including 7,245,317 shares (the "Purchased Shares") to be issued and sold at the
discretion of the Company to Kingsbridge Capital Limited under a Common Stock
Purchase Agreement dated February 11, 2004 (the "Purchase Agreement") and
300,000 shares (the "Warrant Shares") issuable to Kingsbridge Capital Limited
upon to its exercise of warrants to purchase Common Stock (the "Warrants"),
under the Securities Act of 1933, as amended, on Form S-3 filed with the
Securities and Exchange Commission on February 26, 2004 (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 and proposed to be
taken by the Company in connection with the authorization, 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 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.

      Subject to the foregoing, it is our opinion that as of the date hereof,
(a) the Purchased 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 Registration Statement and the Purchase Agreement,
will be validly issued, fully paid and nonassessable, and (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
Registration Statement and the Warrants, will be validly issued, fully paid and
nonassessable.

      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