



                                                                     Exhibit 5.1



                                BATTLE FOWLER LLP
                                PARK AVENUE TOWER
                               75 EAST 55TH STREET
                            NEW YORK, NEW YORK 10022-3205
                                 (212) 856-7000

                          Writer's Direct Dial Number
                                 (212) 856-7076

                        Writer's Direct Facsimile Number
                                 (212) 856-7816

                             Writer's Direct E-Mail



                                November 4, 1998




Ampex Corporation
500 Broadway
Redwood City, CA  94063

     Re:      Registration of 720,000 Shares of Class A Common Stock

Ladies and Gentlemen:

     We have acted as counsel for Ampex Corporation,  a Delaware corporation the
"Company"),  in connection  with the  preparation  and filing of a  registration
statement  on Form S-3 (the  "Registration  Statement"),  pursuant  to which the
Company  proposes to  register  for sale up to 720,000  shares of the  Company's
Class A Common Stock, par value $.01 per share (the "Shares"). Capitalized terms
used  and not  defined  herein  shall  have  the  meanings  given to them in the
Registration Statement. You have requested that we furnish our opinion as to the
matters hereinafter set forth.

     For the purposes of this letter,  we have  examined  originals or copies of
the following:

1.   Registration Statement,to which this opinion is an exhibit;

2.   The Amended and Restated  Certificate of Incorporation  of the Company,  as
     amended  to  date,   incorporated   by  reference  as  an  exhibit  to  the
     Registration Statement (the "Certificate of Incorporation");

3.   By-Laws of the Company, as amended to date, incorporated by reference as an
     exhibit to the Registration Statement (the "By-Laws");


                                BATTLE FOWLER LLP                         PAGE 2


Ampex Corporation                                               November 4, 1998




4.   A specimen certificate for the Company's Class A Common Stock, incorporated
     by reference as an exhibit to the Registration Statement;

5.   Records of  corporate  proceedings  of the Company as certified to us by an
     officer of the Company  relative to the  authorization  and issuance of the
     Shares;

6.   Such other  documents as we have deemed  necessary as a basis for rendering
     the opinion herein expressed.

     In rendering the opinions herein  expressed we have assumed the genuineness
of  all  signatures,   the  authenticity  of  all  documents,   instruments  and
certificates  submitted to us as  originals,  the  conformity  with the original
documents,  instruments  and  certificates  of all  documents,  instruments  and
certificates  submitted  to us as copies and the legal  capacity  to sign of all
individuals   executing  such  documents,   instruments  and  certificates  (the
"Documents").  In addition,  we have  assumed,  other than with respect to those
signing on behalf of the Company,  that all  signatories  of any Documents  have
been duly authorized,  pursuant to all applicable laws,  regulations,  corporate
charters  and  governing  documents,  to  execute  said  Documents.  As to facts
material to the Company,  including without limitation,  the representations and
statements made in an officers' fact  certificate  furnished to us in connection
with the preparation of this opinion,  and upon  representations  made in any of
the other Documents referred to above.

     We are not  admitted to practice in any  jurisdiction  but the State of New
York and we do not express any opinion as to the laws of states or jurisdictions
other than the State of New York and  matters of  federal  law and the  Delaware
General  Corporation Law. No opinion is expressed as to the effect that the laws
of any other  jurisdiction  may have  upon the  subject  matter of the  opinions
expressed herein under conflicts of law principles or otherwise.

     On the basis of and in  reliance  upon the  foregoing,  and  subject to the
foregoing limitations, qualifications and exceptions, we are of the opinion that
the Shares have been duly authorized and issued,  and,  assuming  receipt by the
Company  of  the  requisite   consideration   therefor,   are   fully-paid   and
non-assessable.



                              BATTLE FOWLER LLP                           PAGE 3


Ampex Corporation                                               November 4, 1998



     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement  and  to  the  references  to  this  opinion  and to the
references  to this firm under the caption  "Legal  Matters"  in the  Prospectus
forming a part of the Registration  Statement. In giving this consent, we do not
admit  thereby  that we come  within the  category of persons  whose  consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Commission.


                                        Very truly yours,

                                        /s/Battle Fowler LLP



FF2/110249_1
