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                                                                       EXHIBIT 5



                 [SQUIRE, SANDERS & DEMPSEY L.L.P. LETTERHEAD]




                               September   , 1998



Anthony & Sylvan Pools Corporation
220 Park Drive
Chardon, Ohio 44024

Ladies and Gentlemen:

     Reference is made to the Registration Statement on Form S-1 ("Registration 
Statement") to be filed by Anthony & Sylvan Pools Corporation (the "Company") 
in connection with the initial public offering of its common shares, without 
par value ("Common Shares"), upon the terms and conditions set forth in the 
Underwriting Agreement dated September   , 1998 by and among the Company, 
McDonald & Company Securities, Inc., Friedman, Billings, Ramsey & Co., Inc. and 
Morgan Keegan & Company, Inc ("Underwriting Agreement"). We have examined such 
documents and matters of law as we have deemed necessary or appropriate for the 
purpose of rendering this opinion.

     Based upon the foregoing, we are of the opinion that the Common Shares, 
when issued by the Company as contemplated in the Registration Statement and 
the Underwriting Agreement, 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 and to the reference of our firm under the caption 
"Legal Matters" in the prospectus contained therein.

                              Respectfully submitted,

                              SQUIRE, SANDERS & DEMPSEY L.L.P.