Exhibit 5.1

			Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637   Main Tel +1 312 782 0600 Main Fax +1 312 701 7711 www.mayerbrown.com
February 13, 2012

OCZ Technology Group, Inc.

6373 San Ignacio Avenue

San Jose, California 95119

Re: Offering of 13,800,000 Shares of Common Stock

Ladies and Gentlemen:

We have acted as special counsel to OCZ Technology Group, Inc. (the “Company”) in connection with the offer and sale of up to 13,800,000 shares (including 1,800,000 shares issuable upon exercise of an over-allotment option granted by the Company to the Underwriters (as defined below)) (the “Shares”) of the Company’s common stock, par value $0.0025 per share (the “Common Stock”), pursuant to an underwriting agreement, dated February 7, 2012 (the “Underwriting Agreement”), by and among the Company, Credit Suisse Securities (USA) LLC and Stifel, Nicolaus & Company, Incorporated, as representatives (the “Representatives”) of the several underwriters named on Schedule I to the Underwriting Agreement (the “Underwriters”), and the associated preferred share purchase rights (the “Rights”) to be issued pursuant to the rights agreement (the “Rights Agreement”), dated October 25, 2011, between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). We have also participated in the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a registration statement on Form S-3, File No. 333-178247 (the “Registration Statement”), registering for offer and sale $150,000,000 of Common Stock and the associated Rights, and a prospectus supplement dated February 7, 2012 (the “Prospectus Supplement”) to the prospectus (the “Prospectus”) dated December 9, 2011.

In rendering the opinions expressed herein, we have examined and relied upon such documents, corporate records, certificates of public officials and certificates as to factual matters executed by officers of the Company as we have deemed necessary or appropriate. We also have assumed that the Rights Agreement has been duly authorized, executed and delivered by the Rights Agent and that the members of the Board of Directors of the Company have acted in a manner consistent with their fiduciary duties as required under applicable law in adopting the Rights Agreement.

Based upon and subject to the foregoing, it is our opinion that:

1.    The Shares have been duly authorized for issuance and when issued and paid for as contemplated by the Underwriting Agreement will be validly issued, fully paid and non-assessable shares of capital stock of the Company; and

Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe

and Asia and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.

Mayer Brown LLP

OCZ Technology Group, Inc.

February 13, 2012

Page 2

2.    The Rights have been duly authorized for issuance and, when the Shares have been issued and paid for as contemplated by the Underwriting Agreement, will be binding obligations of the Company entitled to the benefits of the Rights Agreement and enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding at law or equity).

It should be understood that the opinion above concerning the Rights does not address the determination a court of competent jurisdiction may make regarding whether the Board of Directors of the Company would be required to redeem or terminate, or take other action with respect to, the Rights at some future time based on the facts and circumstances existing at that time and that the opinion above addresses the Rights and the Rights Agreement in their entirety and not any particular provision of the Rights or the Rights Agreement and that it is not settled whether the invalidity of any particular provision of a rights agreement or of rights issued thereunder would result in invalidating such rights in their entirety.

We express no opinion as to matters under or involving any laws other than the laws of the State of Illinois, the laws of the State of Delaware and the federal laws of the United States of America.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to being named in the Prospectus Supplement and the Prospectus under the captions “Legal Matters” with respect to the matters stated therein. In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

The opinions and statements expressed herein are as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law which may hereafter occur.

Sincerely,

/s/ Mayer Brown LLP

Mayer Brown LLP