Exhibit 5



                            AmerUs Life Holdings, Inc.
                                418 Sixth Avenue
                             Des Moines, Iowa  50309



                                January 31, 1997



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

          Re:  AmerUs Life Holdings, Inc.
               --------------------------

Ladies and Gentlemen:

          Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") being filed by AmerUs Life Holdings, Inc., an Iowa
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of 100,000 shares of Class A Common Stock, no par value per share,
of the Company (the "Common Stock") which may be issued to employees of the
Company, its subsidiaries or parents pursuant to the All*AmerUs Savings and
Retirement Plan for Employees of AmerUs Group Co. (the "Plan").

          I am familiar with the proceedings to date with respect to the Plan 
and the proposed issuance of the Common Stock and have examined such records, 
documents and questions of law, and satisfied myself to such matters of fact, 
as I have considered relevant and necessary as a basis for this opinion.

          Based on the foregoing, I am of the opinion that:

          1.   The Company is duly incorporated and validly existing under the
laws of the State of Iowa.

          2.   The Common Stock issuable upon original issuance will be, as and
when acquired in accordance with the terms and conditions of the Plan, legally
issued, fully paid and non-assessable.

          I do not find it necessary for the purposes of this opinion to cover,
and accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the sale of the Common Stock.



AmerUs Life Holdings, Inc.
January 31, 1997
Page 2


          I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to me included in or made a part of
the Registration Statement or the Prospectus relating to the Registration
Statement.


                                   Very truly yours,

                                   /S/ James A. Smallenberger

                                   James A. Smallenberger