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                                                                     EXHIBIT 5.1




                               September 23, 1996




AMERISAFE, Inc.
5550 LBJ Freeway, Suite 901
Dallas, Texas  75240


    Re:          Registration on Form S-1 of 12,650,000 shares of
                 Class A Common Stock, par value $0.01 per share,
                 of AMERISAFE, Inc.                              


Gentlemen:

                 We are acting as special counsel to AMERISAFE, Inc., a Texas
corporation (the "Company"), in connection with the registration and sale in an
initial public offering of up to 12,650,000 shares of Class A Common Stock, par
value $0.01 per share, of the Company (the "Shares"), pursuant to the
Underwriting Agreement (the "Underwriting Agreement") to be entered into among
the Company and Smith Barney Inc. and Piper Jaffray Inc., as the
representatives of the several underwriters to be named in Schedule I to the
Underwriting Agreement (the "Underwriters").

                 We have examined such documents, records and matters of law as
we have deemed necessary for purposes of this opinion.  Based on such
examination and on the assumptions set forth below, we are of the opinion that
the Shares are duly authorized and, when issued and delivered to the
Underwriters pursuant to the Underwriting Agreement against payment of the
consideration therefor as provided therein in an amount in excess of the par
value thereof, will be validly issued, fully paid and nonassessable.

                 In rendering the foregoing opinion, we have relied as to
certain factual matters upon certificates of officers of the Company and public
officials, and we have not independently checked or verified the accuracy of
the statements contained therein.

                 We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement on Form S- 1 (Commission





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AMERISAFE, Inc.
September 23, 1996
Page 2

File No. 333-10099) filed by the Company to effect registration of the Shares
and to the reference to our firm under the caption "Legal Matters" in the
Prospectus constituting a part of such Registration Statement.

                                           Very truly yours,



                                           /s/ Jones, Day, Reavis & Pogue