EXHIBIT 5



                         OLLE, MACAULAY & ZORRILLA, P.A.
                                Attorneys At Law
                                1402 Miami Center
                          201 South Biscayne Boulevard
                              Miami, Florida 33131
                                   __________

                                 (305) 358-9200
                            Telecopier (305) 358-9617


                                November 4, 1996


First American Railways, Inc.
2445 Hollywood Boulevard
Hollywood, Florida  33020

                  Re:      FIRST AMERICAN RAILWAYS, INC. FORM SB-2
                           REGISTRATION STATEMENT (NO. 333-9601)   

Gentlemen:

     We have acted as counsel to First American Railways, Inc., (the "Company"),
   in connection with the preparation of the Registration Statement on Form SB-2
(the "Registration Statement"), as filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the distribution and sale by certain security
holders of the Company of (i) 4,425,275 shares of the Company's Common Stock,
par value $.001 per share, and (ii) up to 5,757,611 shares of the Company's
Common Stock which may become outstanding and which underlie (i) the Series A
and Financial Advisory Warrants, and (ii) certain Series A Warrants underlying
certain outstanding convertible secured notes, all as more fully described in
the Registration Statement (collectively, the "Shares"). You have requested the
opinion of this firm with respect to the Shares in connection with the proposed
offering to which the Registration Statement relates.

     We have examined original, photostatic or certified copies of such records
   of the Company, including the Articles of Incorporation, the Bylaws and
minutes, the Registration Statement and other documents as we have deemed
relevant and necessary for purposes of the opinions hereinafter set forth. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents and instruments submitted to us as originals and
the conformity to authentic originals of all documents and instruments submitted
to us as certified or photostatic copies. As to various questions of fact
material to our opinions we have relied upon representations made to us by
various officers and directors of the Company and we have not conducted or
received independent verification of those facts.





First American Railways, Inc.
November 4, 1996
Page 2



     Based on the foregoing and subject to the comments and exceptions noted
   below, we are of the opinion that the Shares covered by the Registration
Statement have been or, when duly issued and delivered upon warrant exercise as
described in the Registration Statement, 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 use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving such consent, we do not admit that we come within the category of persons
whose consent is required by Section 7 of the Securities Act or the Commission's
rules and regulations thereunder.

                                               Sincerely,

                                               Olle, Macaulay & Zorrilla, P.A.



                                               By: /s/ Dennis J. Olle
                                                   ----------------------------
                                                       Dennis J. Olle

DJO:smc

cc:  Raymond Monteleone
     William T. Nanovsky