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                                                                     EXHIBIT 5.1


                  [STRADLING YOCCA CARLSON & RAUTH LETTERHEAD]



                                 July 23, 1999



American National Financial, Inc.
17911 Von Karman Avenue
Suite 200
Irvine, California  92614

         RE:      Registration Statement on Form S-8

Ladies and Gentlemen:

         At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by American National
Financial, Inc., a California corporation (the "Company"), with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of an aggregate of 3,275,000 shares of the Company's
common stock, no par value, issuable under the Company's 1999 Stock Option Plan
and the Company's 1999 Employee Stock Purchase Plan (collectively, the "Plans").

         We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization, issuance and sale of the securities referred to above.

         Based on the foregoing, it is our opinion that the 3,275,000 shares of
Common Stock, when issued under the Plans and against full payment therefor in
accordance with the terms and conditions of the Plans, will be legally and
validly issued, fully paid and nonassessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement.

                                      Very truly yours,

                                      /s/ STRADLING YOCCA CARLSON & RAUTH