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. - -------------------- 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. --------------------------------------------- AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.