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                                                                     EXHIBIT 5

                    [SCHIFINO & FLEISCHER, P.A. LETTERHEAD]



                                  July 6, 1998

Raymond James Financial, Inc.
880 Carillon Parkway
St. Petersburg, Florida 33716

         Re:      Form S-8 Registration

Gentlemen:

         We are acting as counsel for Raymond James Financial, Inc., a Florida
corporation (the ACompany@), in connection with the proposed offer by the
Company of up to an additional 2,250,000 shares of the Company's Common Stock
(the AShares) pursuant to the Company's 1992 Incentive Stock Option Plan (the
APlan@). Such shares are covered by the Company's Registration Statement on
Form S-8 being filed with the Securities and Exchange Commission. We are
rendering this opinion as of the date hereof.

         We have examined, among other things, the Certificate of Incorporation
and By-Laws, as amended, of the Company, the records of corporate proceedings
of the Company which have occurred prior to the date hereof with respect to
such offering, the Registration Statement, the Plan and such other documents
and representations as we deemed necessary in order to render the opinion
expressed herein.

         Based upon the foregoing, it is our opinion that the Shares have been
legally authorized for issuance and, upon the issuance and delivery thereof in
accordance with the provisions of the Plan will be legally issued, fully paid
and non-assessable.

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


                                                   Very truly yours,

                                                   /s/ William J. Schifino

                                                   William J. Schifino
                                                   For the Association
WJS/amh