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                                                                     EXHIBIT 5.1

                                  (Letterhead)
                                BRASHER & COMPANY
                                ATTORNEYS AT LAW
                          90 Madison Street, Suite 707
                             Denver, Colorado 80206
                            Telephone (303) 355-3000
                            Facsimile (303) 355-3063


                                  May 16, 1997


Board Of Directors
AMERICAN TECHNOLOGY CORPORATION
12725 Stowe Drive
Poway, California  92064

     Re:     Registration Statement on Form S-3
             1,166,053 Shares of Common Stock for Selling Shareholders

Gentlemen:

     We have acted as a counsel to American Technology Corporation, a Delaware
corporation ("Company"), in connection with the preparation and filing with the
U.S. Securities and Exchange Commission ("Commission") under the Securities Act
of 1933, as amended ("Act"), of the Company's registration statement on Form S-3
(together with all exhibits, supplements and amendments, the "Registration
Statement"). The Registration Statement relates to the registration under the
Act of a maximum of 1,166,053 shares of the Company's common stock, $.00001 par
value ("Common Stock"), which may be sold from time to time by certain
shareholders of the Company, as described in the Registration Statement.

     In connection with the opinions herein expressed, we have reviewed the
Registration Statement and included prospectus, and have examined and relied
upon, as to factual matters, originals or certified or photostatic copies of
such corporate records, including, without limitation, minutes of the Board of
Directors and other instruments, certificates of corporate officers and such
other documents as we have deemed necessary or appropriate for the opinions
expressed herein. In making such examinations, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
documents submitted to us as originals, the conformity to original documents of
documents submitted to us as certified or photostatic copies, and the
authenticity of originals of such photostatic copies.

     We have examined and relied upon, as to matters of law, such statutes,
rules and judicial precedents and such other considerations of law as we, in our
judgment, have deemed necessary or appropriate for the purposes of rendering the
opinions expressed herein. For the purpose of this opinion, we have expressly
assumed that shares covered by the Registration Statement will be sold in the
matter contemplated in the Registration Statement.



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Board of Directors
AMERICAN TECHNOLOGY CORPORATION
May 16, 1997
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     Based upon and in reliance upon the foregoing, and subject to the
qualifications and limitations herein set forth, we are of the opinion that the
shares of Common Stock covered by the Registration Statement have been legally
issued and are fully paid and nonassessable.

     This opinion is limited to the laws of the United States of America and the
General Corporation Law of Delaware, and we express no opinion with respect to
the laws of any other jurisdiction.

     We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement and to all references made to our firm in the
Registration Statement. However, in rendering this opinion, we do not hereby
admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission under the Act.

     This opinion is being delivered and is intended for use solely in regard to
the transactions contemplated by the Registration Statement and may not be used,
circulated, quoted in whole or in part or otherwise referred to for any purpose
without our prior written consent. This opinion is based upon our knowledge of
law and facts as of its date. We assume no duty to communicate to you with
respect to any matter which comes to our attention hereafter.

                                       Yours very truly,

                                       /s/ JOHN D. BRASHER, JR..
                                       John D. Brasher Jr.
                                       For the Firm



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