EXHIBIT 5.1


                               February 12, 2001



ATG Inc.
47375 Fremont Boulevard
Fremont, CA 94538


     Re:  Registration Statement on Form S-1
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Ladies and Gentlemen:

     Our opinion has been requested in connection with the Registration
Statement to which this opinion is filed as an exhibit.

     We have examined the Registration Statement and have examined, and have
relied as to matters of fact upon, the originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records, agreements,
documents and other instruments and such certificates or comparable documents of
public officials and of officers and representatives of ATG Inc., and have made
such other and further investigations, as we have deemed relevant and necessary
as a basis for the opinion hereinafter set forth. Based on and subject to the
above, it is our opinion that of the total 3,281,800 shares of common stock
being registered, 2,750,000 private placement shares which are currently
outstanding are duly authorized, legally issued, fully paid and non-assessable;
192,500 warrant shares, when issued as contemplated under the terms of the
warrants governing their issuance, will be duly authorized, legally issued,
fully paid and non-assessable; and 339,300 additional shares, when issued as
contemplated by the private placement agreements governing their issuance, will
be duly authorized, legally issued, fully paid and non-assessable.

     We are members of the Bar of the State of California and we do not express
any opinion herein concerning any law other than the law of the State of
California and the federal law of the United States.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the prospectus forming a part of the Registration Statement.

                              Very truly yours,

                              /s/ MILLER & HOLGUIN

                              MILLER & HOLGUIN