Exhibit 5



                              October 28, 1996


Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC  20549

Dear Sir/Madam:

      As  Assistant  General Counsel of Poe &  Brown,  Inc.  (the
"Registrant"), I am familiar with the preparation and  filing  of
the  Registrant's Registration Statement on Form  S-8,  as  filed
with  the Securities and Exchange Commission on or about  October
15,  1996, pursuant to which the Registrant proposes to issue  up
to  400,000 shares of its common stock, par value $.10 per  share
("Registrant's Common Stock"), pursuant to the Poe & Brown,  Inc.
Stock Performance Plan (the "Plan").

     I have reviewed the Plan and the Registration Statement, and
have  examined  and  am  familiar with the  documents,  corporate
records and other instruments of the Registrant relating  to  the
proposed issuance of the Registrant's Common Stock which  I  deem
relevant and which form the basis of the opinion hereinafter  set
forth.

      I  am  of  the opinion that under the laws of the State  of
Florida, the jurisdiction in which the Registrant is incorporated
and  the  jurisdiction in which the Registrant has its  principal
office,  upon  the  issuance of the shares  of  the  Registrant's
Common  Stock  pursuant to the aforesaid Registration  Statement,
all  such shares when so issued will be duly authorized,  validly
issued  and  outstanding,  and  will  be  fully  paid  and   non-
assessable.

     The undersigned counsel to the Registrant hereby consents to
the  use of my opinion as Exhibit 5 to the aforesaid Registration
Statement.

                              Sincerely yours,
                              
                              POE & BROWN, INC.
                              
                              /s/ James L. Olivier
                              
                              James L. Olivier
JLO/jag