EXHIBIT 5.1

       [OPINION AND CONSENT OF PROCOPIO, CORY, HARGREAVES & SAVITCH LLP]



                                  May 1, 2000



American Technology Corporation
13114 Evening Creek Drive South
San Diego, CA 92128


Ladies and Gentlemen:


     You have requested our opinion with respect to certain matters in
connection with the filing by American Technology Corporation, a Delaware
corporation (the "Company"), of a Registration Statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission, including
a related prospectus filed with the Registration Statement (the "Prospectus")
covering the registration of up to 1,733,878 shares of the Company's common
stock, $.00001 par value (the "Common Stock"), on behalf of certain selling
stockholders including: (i) 200,000 shares of issued and outstanding Common
Stock (the "Shares"); (ii) 1,733,878 shares of the Common Stock issuable upon
conversion of issued and outstanding Series C Preferred Stock (the "Conversion
Shares"); and (iii) 300,000 shares of the Common Stock (the "Warrant Shares")
issuable upon the exercise of certain issued and outstanding warrants
("Warrants").  This opinion is being furnished in accordance with the
requirements of Item 601(b)(5)(i) of Regulation S-K.

     In connection with this opinion, we have examined and relied upon the
Registration Statement, and related Prospectus, the Certificate of Amendment to
Certificate of Incorporation, the Corrected Certificate of Designation of Series
C Preferred Stock ("Certificate of Designation") and the Company's Bylaws, as
amended, the Warrants, the corporate proceedings taken by the Company in
connection with the issuance of the Series C Preferred Stock and the Warrants,
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.  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 (i) the Shares are validly issued, fully paid and non-assessable;
(ii) the Conversion Shares, when issued in accordance with the Certificate of
Designation will be validly issued, fully paid, and non-assessable; and (iii)
the Warrant Shares, when issued and sold in accordance with the terms of the
Warrants, will be validly issued, fully paid and non-assessable.

     We consent to the reference to our firm under the caption "Legal Matters"
in the Prospectus included in the Registration Statement and to the filing of
this opinion as Exhibit 5 to the Registration Statement.


     This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein.  Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Shares, the Certificate of Designation, the Conversion Shares, the Warrants, or
the Warrant  Shares.

                             Very truly yours,

                             PROCOPIO, CORY, HARGREAVES & SAVITCH LLP