EXHIBIT 5


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



                                 August 25, 1997



AmerUs Life Holdings, Inc.
418 Sixth Avenue
Des Moines, IA  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 and its subsidiaries pursuant to the All*AmerUs 
Savings and Retirement Plan (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 and 
in accordance with all requirements of the Iowa Commissioner of Insurance, 
legally issued, fully paid and non-assessable.  



AmerUs Life Holdings, Inc.
August 25, 1997
Page 2


          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.  

          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
                              Senior Vice President and Secretary