EXHIBIT 5.1

         [Letterhead of Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
                          A Professional Corporation]


                                                     April 1, 2002

Good Guys, Inc.
1600 Harbor Bay Parkway, Suite 200
Alameda, California  94502

Re:     Good Guys, Inc.

Dear Ladies and Gentlemen:

        You have requested our opinion as counsel for Good Guys, Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder of 3,080,000 shares of Good Guys, Inc. Common Stock, par
value $.001 per share (the "Shares"), which may be offered for sale by certain
shareholders of the Company (the "Selling Shareholders"), who have acquired
shares or rights to acquire shares in transactions not involving a public
offering which may be offered for sale by public offering, which include 280,000
shares which may be offered for sale by Selling Shareholders who may acquire
such shares pursuant to the exercise of warrants covering such shares (the
"Warrants") granted them.

        We have examined the Company's Registration Statement on Form S-3 in the
form to be filed with the Securities and Exchange Commission on the date of this
opinion (the "Registration Statement"). We further have examined the Certificate
of Incorporation of the Company as certified by the Secretary of State of the
State of Delaware and the Bylaws of the Company. In addition, we have examined
such corporate records, certificates and other documents (of which we are aware)
and such questions of law as we have considered necessary or appropriate for the
purposes of this opinion.

        Based on the foregoing examination, we are of the opinion that the
Shares and the Warrants have been duly authorized by appropriate corporate
action of the Company, and when the Shares have been duly issued and/or sold as
described in the Registration Statement, any amendment thereto, the prospectus
and any supplement thereto, the Shares will be legally issued, fully paid and
non-assessable.




Good Guys, Inc.
April 1, 2002
Page 2


        In connection with this opinion we have assumed the following: (a) the
authenticity of original documents and the genuineness of all signatures; (b)
the conformity to the originals of all documents submitted to us as copies; (c)
the truth, accuracy and completeness of the information, representations and
warranties contained in the instruments, documents, records and certificates we
have reviewed; (d) the due authorization, execution and delivery on behalf of
the respective parties thereto of the documents referred to herein and, except
with respect to such parties; and (e) the absence of any evidence extrinsic to
the provisions of the written agreements between the parties that the parties
intended a meaning contrary to that expressed by those provisions. We have not
independently verified such assumptions.

        We express no opinion as to laws other than the substantive laws of the
State of California (without regard to conflicts-of-laws or choice-of-law
principles), the General Corporation Law of the State of Delaware and the
federal laws of the United States of America, in each case to the extent
applicable and not excepted from the scope of the opinions expressed above.

        We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever it appears in the
Registration Statement, any amendment thereto, the prospectus and any supplement
thereto.

                                        Very truly yours,

                                           Howard, Rice, Nemerovski, Canady,
                                               Falk & Rabkin
                                           A Professional Corporation

                                           /s/ Joseph B. Hershenson

                                        Joseph B. Hershenson