EXHIBIT 5.1


                      [Letterhead of Graham & James LLP]


May 4, 1998



ATG Inc.
47375 Fremont Boulevard
Fremont, California 94538

Ladies and Gentlemen:

We have acted as counsel for ATG Inc., a California corporation (the "Company"),
in connection with the preparation and filing of a registration statement on
Form S-1 (the "Registration Statement") with the Securities and Exchange
Commission relating to the public offering by the Company of 1,700,000 shares of
its Common Stock, no par value per share, plus an additional 255,000 shares of
such Common Stock to cover over-allotments, if any (collectively, the "Shares").

In connection with the opinions expressed herein, we have examined the following
documents: (i) the Registration Statement (including exhibits thereto), as
amended through the date hereof; (ii) the Articles of Incorporation of the
Company, as amended; (iii) the Bylaws of the Company, as amended; (iv) the
minute books of the Company; (v) the form of Underwriting Agreement to be
executed and delivered by the Company and Van Kasper & Company (the
"Underwriting Agreement"); (vi) the form of Common Stock certificate of the
Company; and (vii) such other documents as we have deemed necessary or
appropriate.

In our examinations, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, photostatic or facsimile copies and the
authenticity of the originals of such documents.

 
ATG Inc.
May 4, 1998
Page 2


Based upon our examination of the foregoing documents, and expressly subject to
the assumptions set forth above, it is our opinion that, when issued and paid
for upon the effectiveness of the Registration Statement and in accordance with
the terms of the Underwriting Agreement and the final Prospectus contained in
the Registration Statement, the Shares will be validly issued, fully paid and
non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to Graham & James LLP under the caption "Legal
Matters" in the Prospectus contained within the Registration Statement.

Very truly yours,


/s/ Graham & James LLP

GRAHAM & JAMES LLP