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                                                                  EXHIBIT 5.1

                    [COOLEY GODWARD LLP LETTERHEAD]

November 25, 1996


JTS Corporation
166 Baypointe Parkway
San Jose, CA 95134

Dear Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing by JTS Corporation (the "Company") of a Registration Statement
on Form S-1 (the "Registration Statement") with the Securities and Exchange
Commission covering a total of 10,037,500 shares (the "Shares") of common
stock, $0.001 par value ("Common Stock") issued or are issuable upon (i) the
conversion of Series B Preferred Stock, $.001 par value (the "Series B
Preferred Stock"), or the exercise of Common Stock purchase warrants, issued or
issuable upon conversion of Series B Preferred Stock, issued to GFL Advantage
Fund Limited and Genesee Fund Limited-Portfolio B, (ii) the payment of
dividends on the outstanding shares of Series B Preferred Stock in Common
Stock, and (iii) the exercise of Common Stock purchase warrants issued to
Wharton Capital Corporation, as described in the Registration Statement.

In connection with this opinion, we have examined the Registration Statement,
the Company's Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws, and such other documents, records, certificates, memoranda and
other instruments as we deem necessary as a basis for this opinion. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when issued in accordance with the Registration Statement,
will be validly issued, fully paid, and nonassessable.



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JTS Corporation
November 19, 1996
Page 2

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus included in the Registration Statement.

Very truly yours,

COOLEY GODWARD LLP


By:    /s/ Andrei M. Manoliu
    ___________________________
          Andrei M. Manoliu 

AMM/kal