AXELROD, SMITH & KIRSHBAUM
                   An Association of Professional Corporations
                                ATTORNEYS AT LAW
                         5300 Memorial Drive, Suite 700
                            Houston, Texas 77007-8292
                            Telephone (713) 861-1996
                            Facsimile (713) 552-0202

Robert D. Axelrod, P.C.
                             Date September 24, 2001

American Group, Inc.

Dear Mr. Claire:

     As counsel for American Group, Inc., a Nevada corporation (the "Company"),
you have requested our firm to render this opinion in connection with the
registration statement of the Company on Form SB-2 ("Registration Statement")
under the Securities Act of 1933, as amended (the "Act"), filed with the
Securities and Exchange Commission relating to the registration of the issuance
of up to 10,455,206 shares of common stock, par value $.001 per share (the
"Common Stock"), of which 8,455,206 shares are already issued, and of which
2,000,000 shares are issuable upon the exercise of the Warrants. You have told
us that the Company previously sold the Warrants.

     We are familiar with the Registration Statement and the registration
contemplated thereby. In giving this opinion, we have reviewed the Registration
Statement and such other documents and certificates of public officials and of
officers of the Company with respect to the accuracy of the factual matters
contained therein as we have felt necessary or appropriate in order to render
the opinions expressed herein. In making our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents presented to us
as originals, the conformity to original documents of all documents presented to
us as copies thereof, and the authenticity of the original documents from which
any such copies were made, which assumptions we have not independently verified.

     Based upon the foregoing, we are of the opinion that: (i) the Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada , and (ii) the shares of Common Stock previously issued
by you and to be sold are validly authorized, fully paid and nonassessable and,
(iii) the shares of Common Stock to be issued underlying the Warrants are
validly authorized and, when issued and delivered upon the exercise of the
Warrants in accordance with the terms of their respective Warrant Agreements,
and against payment therefore, will be validly issued, fully paid and
nonassessable.

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

                                       Very  truly  yours,

                                       /s/ Axelrod, Smith & Kirshbaum