EXHIBIT 5.1
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                                   May 5, 2006

Western Power & Equipment Corp.
6407-B N.E. 117th Avenue
Vancouver, WA 98662


Gentlemen:

We have acted as counsel to Western Power & Equipment Corp. (the "Company") in
connection with its filing of a registration statement on Form S-1, Registration
No. 333-____________ (the "Registration Statement") covering 950,000 shares of
common stock $.001 par value (the "Common Stock") to be sold by the selling
security holders.

In our capacity as counsel to the Company, a Delaware corporation, we have
examined the Company's Certificate of Incorporation and By-laws, as amended to
date, and the minutes and other corporate proceedings of the Company.

With respect to factual matters, we have relied upon statements and certificates
of officers of the Company. We have also reviewed such other matters of law and
examined and relied upon such other documents, records and certificates as we
have deemed relevant hereto. In all such examinations we have assumed conformity
with the original documents of all documents submitted to us as conformed or
photostatic copies, the authenticity of all documents submitted to us as
originals and the genuineness of all signatures on all documents submitted to
us.

On the basis of the foregoing, we are of the opinion that:

The shares of Common Stock covered by this Registration Statement have been
validly authorized and will when sold as contemplated by the Registration
Statement, be legally issued, fully paid and non-assessable.

This opinion opines upon Delaware law including the Delaware constitution, all
applicable provisions of the statutory provisions, and reported judicial
decisions interpreting those laws.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to us under the caption "Legal
Matters" in the prospectus constituting the Registration Statement.


We are admitted to the Bar in the State of New York and we express no opinion as
to the laws of any other jurisdiction, except the laws of the United States of
America and the laws of the State of Delaware.

                                            Very truly yours,

                                            /s/ Gersten Savage LLP
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                                            Gersten Savage LLP