Exhibit 5.1

MARK A. WEISS
DIRECT DIAL: (513) 579-6599
FACSIMILE: (513) 579-6457
E-MAIL: MWEISS@KMKLAW.COM

                                  June 30, 2003


American Financial Group, Inc.
American Financial Capital Trust II
American Financial Capital Trust III
American Financial Capital Trust IV
One East Fourth Street
Cincinnati, Ohio  45202

Ladies and Gentlemen:

         We have acted as counsel to American Financial Group, Inc., an Ohio
corporation ("AFG"), and American Financial Capital Trust II, American Financial
Capital Trust III, and American Financial Capital Trust IV, each a statutory
trust organized under the laws of the State of Delaware (each, an "American
Financial Capital Trust"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "1933 Act"), of a Registration Statement on Form
S-3 (the "Registration Statement"), including a preliminary prospectus (the
"Base Prospectus") relating to the public offering of up to $600,000,000 in
aggregate principal amount of (i) debt securities of AFG, which may either be
senior debt securities (the "Senior Debt Securities") to be issued pursuant to a
senior indenture (the "Senior Indenture") between AFG and U.S. Bank National
Association (formerly known as Firstar Bank, N.A.), as trustee (the "Senior
Trustee"), subordinated debt securities ("Subordinated Debt Securities") to be
issued pursuant to a Subordinated Indenture (the "Subordinated Indenture")
between AFG and U.S. Bank National Association (formerly known as Firstar Bank,
N.A.), as trustee (the "Subordinated Trustee"), or junior subordinated debt
securities ("Junior Subordinated Debt Securities") to be issued pursuant to a
junior subordinated indenture (the "Junior Subordinated Indenture") between AFG
and U.S. Bank National Association (formerly known as Firstar Bank, N.A.), as
trustee (the "Junior Subordinated Trustee"), (ii) shares of common stock of AFG
(the "Common Stock"), (iii) shares of preferred stock of AFG (the "Preferred
Stock"), (iv) warrants to purchase Common Stock, Senior Debt Securities,
Subordinated Debt Securities, Junior Subordinated Debt Securities or other
securities of AFG (the "Warrants"), (v) depositary shares representing a
fraction or a multiple of a share of a particular series of Preferred Stock (the
"Depositary Shares"), (vi) stock purchase contracts of AFG (the "Stock Purchase
Contracts"), (vii) stock purchase units of AFG (the "Stock Purchase Units"),
and/or (viii) preferred securities representing preferred undivided beneficial
interest in the assets of the American Financial Capital Trusts (the "Preferred
Securities"). The proceeds of an offering of Preferred Securities by an American
Financial Capital Trust (together with the proceeds from the issuance of common
interests in such





American Financial Group, Inc.
American Financial Capital Trust II
American Financial Capital Trust III
American Financial Capital Trust IV
June 30, 2003
Page 2


American Financial Capital Trust) will be used by such American Financial
Capital Trust to purchase Subordinated Debt Securities of AFG, to be issued
pursuant to supplemental indentures to the Junior Subordinated Indenture. In
addition, certain payment obligations of the respective American Financial
Capital Trusts with respect to the Preferred Securities of such American
Financial Capital Trust will be guaranteed (on a subordinated basis) by AFG
pursuant to a Preferred Securities Guarantee (each, a "Guarantee", and
collectively, the "Guarantees") to be executed by AFG for the benefit of holders
of Preferred Securities of such American Financial Capital Trust.

         We have, as counsel, examined such corporate records, certificates of
public officials and officers of AFG and the American Financial Capital Trusts
and other documents and reviewed such questions of law as we have deemed
necessary or appropriate to enable us to render the opinions expressed below. As
to various questions of fact material to such opinions, we have relied upon
representations of AFG and the American Financial Capital Trusts. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of AFG and the American Financial Capital Trusts
and such agreements, certificates of public officials, certificates of officers
or other representatives of AFG, the American Financial Capital Trusts and
others, and such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinions set forth herein.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of executed documents, we have assumed that the parties thereto,
other than AFG and the American Financial Capital Trusts, had the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and the execution and delivery of such documents by the parties to such
documents, and the validity and binding effect thereof. As to any facts material
to the opinions expressed herein which we did not independently establish or
verify, we have relied upon oral or written statements and representations of
officers and other representatives of AFG and the American Financial Capital
Trusts and others.

         Based solely on the examination detailed above, we are of the opinion
that:

         1. When (i) the issuance, execution and delivery of (a) supplemental
indentures ("Senior Supplemental Indentures") to the Senior Indenture and (b)
the Senior Debt Securities have been duly authorized by all necessary corporate
action of AFG and (ii) a Senior Supplemental Indenture has been duly executed
and delivered by AFG and the Senior Trustee





American Financial Group, Inc.
American Financial Capital Trust II
American Financial Capital Trust III
American Financial Capital Trust IV
June 30, 2003
Page 3


and Senior Debt Securities have been duly executed, authenticated, issued,
delivered and paid for as contemplated by the Registration Statement, the Base
Prospectus and any prospectus supplement relating thereto and in accordance with
the Senior Indenture and such Senior Supplemental Indenture, assuming the terms
of such Senior Debt Securities are in compliance with then applicable law, the
Senior Debt Securities will be validly issued and will constitute valid and
binding obligations of AFG enforceable against AFG in accordance with their
terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or other similar laws relating to or
affecting enforcement of creditors' rights generally, and except as the
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).

         2. When (i) the issuance, execution and delivery of (a) supplemental
indentures ("Subordinated Supplemental Indentures") to the Subordinated
Indenture and (b) Subordinated Debt Securities have been duly authorized by all
necessary corporate action of AFG, and (ii) a Subordinated Supplemental
Indenture has been duly executed and delivered by AFG and the Subordinated
Trustee and the Subordinated Debt Securities have been duly executed,
authenticated, issued, delivered and paid for as contemplated by the
Registration Statement, the Base Prospectus and any prospectus supplement
relating thereto and in accordance with the Subordinated Indenture and such
Subordinated Supplemental Indenture, assuming the terms of such Subordinated
Debt Securities are in compliance with then applicable law, the Subordinated
Debt Securities will be validly issued and will constitute valid and binding
obligations of AFG enforceable against AFG in accordance with their terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or other similar laws relating to or affecting
enforcement of creditors' rights generally, and except as the enforcement
thereof is subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law).

         3. When (i) the issuance, execution and delivery of (a) supplemental
indentures ("Junior Subordinated Supplemental Indentures") to the Junior
Subordinated Indenture and (b) Junior Subordinated Debt Securities have been
duly authorized by all necessary corporate action of AFG, and (ii) a Junior
Subordinated Supplemental Indenture has been duly executed and delivered by AFG
and the Junior Subordinated Trustee and the Junior Subordinated Debt Securities
have been duly executed, authenticated, issued, delivered and paid for as
contemplated by the Registration Statement, the Base Prospectus and any
prospectus supplement relating thereto and in accordance with the Junior
Subordinated Indenture and such Junior Subordinated Supplemental Indenture,
assuming the terms of such Junior Subordinated Debt Securities are in compliance
with then applicable law, the Junior Subordinated Debt Securities will be
validly





American Financial Group, Inc.
American Financial Capital Trust II
American Financial Capital Trust III
American Financial Capital Trust IV
June 30, 2003
Page 4


issued and will constitute valid and binding obligations of AFG enforceable
against AFG in accordance with their terms, except as the enforcement thereof
may be limited by bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization, moratorium or other
similar laws relating to or affecting enforcement of creditors' rights
generally, and except as the enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law).

         4. When (i) the terms of the issuance and sale of the Common Stock
shall have been duly authorized by all necessary corporate action of AFG and
(ii) the shares of Common Stock shall have been issued and sold as contemplated
by the Registration Statement, the Base Prospectus and any prospectus supplement
relating to the Common Stock, against payment of the consideration fixed
therefor by the Board of Directors of AFG or a duly authorized committee
thereof, and if issued pursuant to Stock Purchase Contracts, Stock Purchase
Units or Warrants, as contemplated by the terms thereof and of the agreements
relating thereto, assuming that AFG has reserved for issuance the requisite
number of shares of Common Stock, the Common Stock will be duly authorized,
validly issued, fully paid and nonassessable.

         5. When (i) the terms of the Preferred Stock and of its issuance and
sale have been duly established in conformity with AFG's Amended and Restated
Articles of Incorporation so as not to violate any applicable law or result in a
default under or breach of any agreement or instrument binding upon AFG and so
as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over AFG, and authorized by all necessary
corporate action of AFG, (ii) articles of amendment to the Amended and Restated
Articles of Incorporation fixing and determining the terms of the Preferred
Stock has been filed with the Secretary of State of the State of Ohio and (iii)
the Preferred Stock has been duly issued and sold as contemplated by the
Registration Statement, the Base Prospectus and any prospectus supplement
relating thereto, against payment of the consideration fixed therefor by the
Board of Directors or a duly authorized committee thereof, the Preferred Stock
will be validly issued, fully paid and nonassessable.

         6. When (i) the terms of the issuance and sale of the Warrants shall
have been duly authorized by all necessary corporate action of AFG, (ii) the
Warrants shall have been authenticated by the applicable warrant agent pursuant
to the terms of a Warrant Agreement and (iii) the Warrants shall have been
issued and sold as contemplated by the Registration Statement, the Base
Prospectus and any prospectus supplement relating to the Warrants, the Warrants
will be validly issued and will constitute valid and binding obligations of AFG
enforceable against AFG in accordance with their terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or other similar laws relating to or affecting enforcement of
creditors'





American Financial Group, Inc.
American Financial Capital Trust II
American Financial Capital Trust III
American Financial Capital Trust IV
June 30, 2003
Page 5


rights generally, and except as the enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law).

         7. When (i) the terms of the issuance and sale of the Depositary Shares
shall have been duly authorized by all necessary corporate action of AFG, (ii)
the number of Depositary Shares issued by AFG at no time exceeds the maximum
amount of shares of Preferred Stock authorized to be issued by AFG's Amended and
Restated Articles of Incorporation AFG and (iii) (iii) the Depositary Shares
have been duly issued and sold as contemplated by the Registration Statement,
the Base Prospectus and any prospectus supplement relating thereto, against
payment of the consideration fixed therefor by the Board of Directors or a duly
authorized committee thereof, the Depositary Shares will be validly issued,
fully paid and nonassessable.

         8. When (i) the issuance, execution and delivery by AFG of any of the
Stock Purchase Contracts and the Stock Purchase Units shall have been duly
authorized by all necessary corporate action of AFG, (ii) the agreements
relating thereto shall have been duly executed and delivered by the parties
thereto, (iii) the Stock Purchase Contracts and the Stock Purchase Units shall
have been duly executed and delivered by AFG and any other necessary signatories
thereto and sold as contemplated by the Registration Statement, the Base
Prospectus and any prospectus supplement relating thereto, against payment of
the consideration fixed therefor by the Board of Directors or a duly authorized
committee thereof, assuming that the terms of such Stock Purchase Contracts and
Stock Purchase Units are in compliance with then applicable law, the Stock
Purchase Contracts and the Stock Purchase Units will be validly issued and will
constitute valid and binding obligations of AFG enforceable against AFG in
accordance with their terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws relating
to or affecting enforcement of creditors' rights generally, and except as the
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).

         9. When (i) the execution and delivery of any Guarantee shall have been
duly authorized by all necessary corporate action of AFG, (ii) such Guarantee
shall have been duly executed and delivered by AFG, (iii) the Preferred
Securities to which such Guarantee relates have been duly issued and sold and
the purchase price therefor has been received by the respective American
Financial Capital Trust and (iv) the Guarantee shall have been qualified under
the Trust Indenture Act of 1939, as amended, such Guarantee will constitute a
valid and legally binding obligation of AFG, enforceable against AFG in
accordance with its terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws relating
to or affecting enforcement of creditors' rights generally, and except as the





American Financial Group, Inc.
American Financial Capital Trust II
American Financial Capital Trust III
American Financial Capital Trust IV
June 30, 2003
Page 6


enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).

         Our opinions expressed above are limited to the laws of the State of
Ohio and the federal laws of the United States of America.

         We hereby consent to be named in the Registration Statement and Base
Prospectus as the attorneys who have passed upon legal matters in connection
with the sale of the aforesaid securities and to the filing of this opinion as
an exhibit to the Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the 1933 Act or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                   Sincerely,

                                   KEATING, MUETHING & KLEKAMP, P.L.L.



                                   By:            /S/ Mark A. Weiss
                                      -----------------------------------------
                                                      Mark A. Weiss
MAW:ksl