1
Exhibit 5.1
ATTORNEYS AT LAW San Francisco, CA
415 693-2000
Five Palo Alto Square Menlo Park, CA
3000 El Camino Real 415 843-5000
Palo Alto, CA
94306-2155 San Diego, CA
Main 415 843-5000 619 550-6000
Fax 415 857-0663
Boulder, CO
303 546-4000
February 14, 1997 http://www.cooley.com
Denver, CO
303 606-4800
ANDREI M. MANOLIU
415 843-5048
JTS Corporation manoliuam@cooley.com
166 Baypointe Parkway
San Jose, CA 95134
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing on February 14, 1997 by JTS Corporation (the "Company") of a
Registration Statement on Form S-1 (the "Registration Statement") with the
Securities and Exchange Commission, with respect to the offer and sale of
56,392,046 shares of the Company's Common Stock, $.001 par value (the "Common
Stock").
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Company's Certificate of Incorporation, as amended,
and Bylaws, and the originals or copies certified to our satisfaction of such
records, documents, certificates, memoranda and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the shares of Common Stock, when sold and issued in accordance with the
terms of the Registration Statement and Related Prospectus will be validly
issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in
the Registration Statement and to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ ANDREI M. MANOLIU
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Andrei M. Manoliu
AMM:db