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                                                                       EXHIBIT 5

                           [CARLTON FIELDS LETTERHEAD]



                                August 16, 1999



American Bancshares, Inc.
4502 Cortez Road West
Bradenton, Florida 34210


        RE:      AMERICAN BANCSHARES, INC.
                 REGISTRATION STATEMENT ON FORM S-8


Gentlemen:

         We have acted as counsel to American Bancshares, Inc., a Florida
corporation (the "Company"), in connection with the preparation and filing by
the Company of a registration statement on Form S-8 (the "Registration
Statement") with the United States Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the registration of 250,000 shares of the Company's
common shares, $1.175 par value (the "Shares"), to be issued by the Company
under the American Bancshares, Inc. 1999 Stock Option and Equity Incentive Plan
(the "Plan"). The Plan provides for the grant of incentive stock options,
nonqualified stock options, reload options, stock appreciation rights,
restricted stock and unrestricted stock (collectively "Awards") to employees and
directors of the Company and its subsidiaries with respect to an aggregate of
250,000 common shares.

         In rendering this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, instruments, certificates or comparable documents of public
officials and of officers and representatives of the Company, and other
instruments as we have deemed relevant and necessary as a basis for the
opinions hereinafter expressed, including without limitation, the following:
(a) the Plan, (b) the Articles of Incorporation of the Company, (c) the Bylaws
of the Company, (d) certain resolutions adopted by the Board of Directors of
the Company relating to the approval of the Plan, the reservation of Shares for
issuance thereunder, and related matters, (e) the proxy statement on Schedule
14A as filed with the Commission on April 12, 1999 and mailed to Shareholders
of the Company in connection with the 1999 annual Meeting of Shareholders
relating to, among other things, the adoption of the Plan, (f) the Inspection
of Elections Report relating to adoption of the Plan by the Company's
Shareholders held on May 21, 1999, and (g) the Registration Statement.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures on original documents, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all copies submitted to us as certified, conformed, or
photostatic, the authenticity of the originals of such documents, and the
accuracy and completeness of all corporate records made available to us by the
Company. We also have assumed that all agreements and instruments executed by
parties other than the Company are the valid, binding and enforceable
obligations of such parties and that the individuals signing on behalf of such
parties have been duly authorized to execute and deliver such agreements and
instruments. We also have assumed that each award agreement setting forth the
terms of each Award granted under the


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American Bancshares, Inc.
August 16, 19999
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Plan will be consistent with the Plan and will be duly authorized and validly
executed and delivered by the parties thereto, and that the consideration
recorded by the Company for the Shares will be an amount at least equal to par
value of the Shares.

         Based on the foregoing and in reliance thereon, we are of the opinion
that the Shares have been duly authorized for issuance by the Company and, when
such Shares are issued upon the exercise of an Award granted pursuant to the
actions of the committee administering the Plan and under the terms and
conditions of the Plan, the Shares will be validly issued, fully paid and
nonassessable.

         We are aware that we are referred to under the heading "Legal Matters"
in the Prospectus forming a part of the Registration Statement relating to the
Shares, and we hereby consent to such use of our name in such Prospectus.



                                       Very truly yours,

                                       CARLTON, FIELDS, WARD, EMMANUEL,
                                       SMITH & CUTLER, P.A.



                                       By: /s/ Richard A. Denmon
                                          -----------------------------------
                                               Richard A. Denmon