EXHIBIT 5.1

                              KIRKLAND & ELLIS LLP
                           AND AFFILIATED PARTNERSHIPS

                            777 South Figueroa Street
                          Los Angeles, California 90017

                                  213 680-8400                        Facsimile:
                                                                    213 680-8500

                                www.kirkland.com

                                October 31, 2003

Therma-Wave, Inc.
1250 Reliance Way
Fremont, California 94539

                  Re:      Therma-Wave, Inc.
                           Registration Statement on Form S-1

Ladies and Gentlemen:

         We are issuing this opinion letter in our capacity as special legal
counsel to Therma-Wave, Inc., a Delaware corporation (the "Company"), in
connection with the proposed registration by the Company of 6,933,885 shares of
the Company's common stock, par value $0.01 per share (the "Shares") pursuant to
a Registration Statement on Form S-1 filed with the Securities and Exchange
Commission (the "Commission") on October 31, 2003, under the Securities Act of
1933, as amended (the "Act") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement"). The
Shares to be registered pursuant to the Registration Statement are being offered
by the selling security holders named in the Registration Statement.

         In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including:

      (i)   Amended and Restated Certificate of Incorporation of the Company;

      (ii)  Amended and Restated Bylaws of the Company;



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Therma-Wave, Inc.
October 31, 2003
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      (iii) minutes and records of the corporate proceedings of the Company with
            respect to the issuance and sale of the Shares;

      (iv)  the Purchase Agreements pursuant to which the Company issued the
            Shares;

      (v)   the Registration Rights Agreements pursuant to which the Company is
            registering the Shares for the benefit of the selling security
            holders of the Shares; and

      (vi)  the Registration Statement.

         For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Company and the due authorization, execution and
delivery of all documents, including the Shares, by any applicable parties
thereto other than the Company. As to any facts material to the opinions
expressed herein which we have not independently established or verified, we
have relied upon statements and representations of officers and other
representatives of the Company and others.

         Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity



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Therma-Wave, Inc.
October 31, 2003
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(regardless of whether enforcement is considered in a proceeding in equity or at
law), (iii) public policy considerations which may limit the rights of parties
to obtain certain remedies and (iv) any laws except the General Corporation Law
of the State of Delaware and the federal laws of the United States of America.

         Based upon and subject to the assumptions, qualifications, exclusions
and other limitations contained in this letter, we are of the opinion that the
Shares have been duly authorized and validly issued and are fully paid and
non-assessable.

         We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.

         This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the General Corporation Law of the State of Delaware or the federal law
of the United States be changed by legislative action, judicial decision or
otherwise.

         This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.

                                        Sincerely,

                                        /s/ Kirkland & Ellis LLP

                                        Kirkland & Ellis LLP