AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
                                ATTORNEYS AT LAW
                   A REGISTERED LIMITED LIABILITY PARTNERSHIP
                       INCLUDING PROFESSIONAL CORPORATIONS
                               816 CONGRESS AVENUE
AUSTIN                                                        SUITE 1900
BRUSSELS                                                  AUSTIN, TEXAS 78701
DALLAS                                                      (512) 499-6200
HOUSTON                                                   FAX (512) 499-6290
LONDON                                                     www.akingump.com
LOS ANGELES
MOSCOW
NEW YORK
PHILADELPHIA
SAN ANTONIO
WASHINGTON, D.C.

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RIYADH - IN AFFILIATION WITH
LAW OFFICE OF ABDULAZIZ H. FAHAD

                                 March 23, 2001

American Physicians Service Group, Inc.
1301 Capital of Texas Highway, Suite C-300
Austin, TX 78746

Ladies and Gentlemen:

         We have acted as counsel for American Physicians Service Group, Inc., a
Texas corporation (the "Company"),  in connection with the proposed offer by the
Company to exchange  up to 600,000  shares of its $0.10 par value  Common  Stock
(the  "Exchange  Shares")  pursuant to the terms and conditions of certain share
exchange agreements (the "Share Exchange Agreements") which are described in the
Company's  Registration  Statement on Form S-4 to which this opinion is attached
as an  exhibit,  SEC File  No.  333-39964  (as  amended  at the time it  becomes
effective, the "Registration Statement").

         The law  covered  by the  opinions  expressed  herein is limited in all
respects to the Federal  laws of the United  States and the laws of the State of
Texas. This firm is a registered limited liability  partnership  organized under
the laws of the State of Texas.

         We have  examined  the  Share  Exchange  Agreements,  the  Registration
Statement  and such  corporate  records of the Company,  certificates  of public
officials and such other  documents as we have deemed  necessary or  appropriate
for the purpose of this opinion.

         Based upon such examination and review,  we are of the opinion that the
Exchange  Shares  proposed  to be issued by the  Company  pursuant  to the Share
Exchange  Agreements have been duly authorized for issuance and,  subject to the
Registration  Statement becoming effective under the Securities Act of 1933, and
to compliance  with any applicable  state  securities  laws, the Exchange Shares
when issued and delivered by the Company will be legally issued,  fully paid and
non-assessable.

         We hereby  consent  to the  filing of this  opinion as Exhibit 5 to the
Registration Statement and to the reference to the firm under "Legal Matters" in
the Prospectus forming a part of the Registration Statement.

                                 Sincerely,

                                 /s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
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                                 AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.