EXHIBIT 5.1

                           OPINION OF LATHAM & WATKINS

                        [LETTERHEAD OF LATHAM & WATKINS]


                               November 13, 2002


Capstone Turbine Corporation
21211 Nordhoff Street
Chatsworth, California  91311

      Re:  Registration Statement on Form S-8 for Capstone Turbine Corporation
           Amended and Restated 2000 Equity Incentive Plan, Stock Option
           Agreement with Mr. Chambers and Stock Option Agreement with Ms.
           Clark; 950,000 shares of Common Stock, par value $.001 per share

Ladies and Gentlemen:

               In connection with the registration by Capstone Turbine
Corporation, a Delaware corporation (the "Company") of 950,000 shares of common
stock, par value $.001 per share (the "Shares") of the Company, under the
Securities Act of 1933, as amended, on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on November 13, 2002 (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 pursuant to the Capstone Turbine Corporation Amended and
Restated 2000 Equity Incentive Plan, the Stock Option Agreement with Mr.
Chambers, and the Stock Option Agreement with Ms. Clark (collectively, the
"Plans") in connection with the authorization, issuance and sale of the Shares,
which are to be offered and sold by the Company pursuant to the Plans, and for
the purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed in the Plans. In addition, we have
made such legal and factual examinations and inquiries, including an examination
of originals or 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, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or, in the case





of Delaware, any other laws, or as to any matters of municipal law or the laws
of any local agencies within any state.

               Subject to the foregoing, it is our opinion that the 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
applicable Plan, will be validly issued, fully paid and nonassessable.

               We consent to your filing this opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,

                                            /s/  Latham & Watkins