Exhibit 5.1
Stradling Yocca Carlson & Rauth
	A PROFESSIONAL CORPORATION ATTORNEYS AT LAW 660 NEWPORT CENTER DRIVE, SUITE 1600 NEWPORT BEACH, CA  92660-6422 TELEPHONE (949) 725-4000 FACSIMILE (949) 725-4100

September 28, 2009

Qualstar Corporation

3990B Heritage Oak Court

Simi Valley, California 93063

 Re:Registration Statement on Form S-8 for 2008 Stock Incentive Plan

Ladies and Gentlemen:

 We have acted as counsel for Qualstar Corporation, a California corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”), which the Company intends to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”).  The Registration Statement relates to 500,000 shares of the Company’s Common Stock (the “Shares”), which may be issued and sold by the Company upon the exercise of options granted and to be granted under the Qualstar Corporation 2008 Stock Incentive Plan (the “Plan”).

 We have reviewed the corporate action of the Company in connection with this matter and have examined such documents, corporate records and other instruments as we have deemed necessary for the purpose of this opinion.

 Based upon the foregoing, it is our opinion that the Shares have been duly authorized and, upon issuance and delivery and payment therefor in accordance with the provisions of the Plan, will be duly and validly issued, fully paid and nonassessable.

 We hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the filing of the Registration Statement.

Very truly yours,

STRADLING YOCCA CARLSON & RAUTH

/s/  Stradling Yocca Carlson & Rauth