December 19, 1996



AmerUs Life Holdings, Inc.
AmerUs Capital I
418 Sixth Avenue
Des Moines, Iowa  50309-2407


Ladies and Gentlemen:

         We have acted as special counsel to AmerUs Life Holdings, Inc., an
Iowa corporation ("ALH"), and AmerUs Capital I, a Delaware statutory business
trust (the "Trust"), in connection with the proposed offering by the Trust of
its Cumulative Quarterly Income Preferred Securities (the "Preferred
Securities") as described in the Registration Statement on Form S-1 (the
"Registration Statement"), filed by ALH and the Trust with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended.  The
Registration Statement includes the Prospectus (the "Prospectus") of ALH and the
Trust.  Capitalized terms not defined herein have the meanings specified in the
Prospectus.

         In rendering the opinion expressed below, we have examined the
Prospectus and such other documents as we have deemed relevant and necessary,
including, without limitation, the Form of Amended and Restated Trust Agreement,
the Form of Indenture and the Form of Guarantee, attached as Exhibits to the
Registration Statement.  Such opinion is conditioned, among other things, upon
the accuracy and completeness of the facts, information and representations
contained in the Prospectus as of the date hereof and the continuing accuracy
and completeness thereof as of the date of the issuance of the Preferred
Securities.  We have assumed that the transactions contemplated by the
Prospectus and such other documents will occur as provided therein and that
there will be no material change to the Prospectus or any of such other
documents between the date hereof and the date of the issuance of the Preferred
Securities.



AmerUs Life Holdings, Inc.
AmerUs Capital I
December 19, 1996
Page 2


         Based upon and subject to the foregoing, we are of the opinion that
the discussion set forth in the Prospectus under the caption "UNITED STATES
FEDERAL INCOME TAXATION" is a fair and accurate summary of the matters addressed
therein, based upon current law and the assumptions stated or referred to
therein.

         We assume no obligation to update or supplement this letter to reflect
any facts or circumstances which may hereafter come to our attention with
respect to the opinion expressed above, including any changes in applicable law
which may hereafter occur.

         We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to all references to our Firm included in or made a
part of the Registration Statement.

                             Very truly yours,



                             /s/ Sidley & Austin