EXHIBIT 5.1

                        OPINION OF LATHAM & WATKINS LLP

                              Latham & Watkins LLP
                       505 Montgomery Street, Suite 1900
                      San Francisco, California 94111-2562


August 27, 2004

Tegal Corporation
2201 South McDowell Blvd.
Petaluma, California  94954

              Re:    Registration Statement on Form S-3
                     2,385,632 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 1,410,632 shares of common stock
(the "Shares"),  par value $ 0.01 per share,  and 975,000 shares of common stock
(the "Warrant Shares") issuable upon the exercise of warrants to purchase common
stock by the Company (the  "Warrants"),  under the  Securities  Act of 1933,  as
amended, on Form S-3 filed with the Securities and Exchange Commission on August
27, 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  Warrant  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,
(1) the Shares have been duly  authorized by all necessary  corporate  action of
the Company,  have been validly issued and are fully paid and  nonassessable and
(2) 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 and
the   Registration   Statement,   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
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