OLLE, MACAULAY & ZORRILLA, P.A.
                                1402 MIAMI CENTER
                          201 SOUTH BISCAYNE BOULEVARD
                              MIAMI, FLORIDA 33131
                                 (305) 358-9200
                               FAX (305) 358-9617




                                 January 8, 1997




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

                     RE: REGISTRATION STATEMENT ON FORM S-8

Gentlemen:

         We have acted as counsel to First American Railways, Inc., a Nevada
corporation (the "Company"), in connection with the preparation and filing of
the Registration Statement on Form S-8 (the "Registration Statement") filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), relating to 750,000 shares of
the Company's Common Stock, $0.001 par value per share (the "Common Stock"),
that are offered (i) upon the exercise of stock options (the "Options") granted
or that may be granted under the Company's 1996 Non-Qualified Stock Option Plan
(the "Option Plan"), or (ii) pursuant to the Company's 1996 Stock Bonus Plan
(the "Bonus Plan"). You have requested the opinion of this firm with respect to
certain legal aspects of the proposed offering of Common Stock pursuant to the
Option Plan and the Bonus Plan.

         We have examined original, photostatic or certified copies of such
records of the Company, including the Certificate 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.
Page Two
January 8, 1997



         Based upon the foregoing and subject to the comments and exceptions
noted below, we are of the opinion that the Company presently has available at
least 750,000 authorized but unissued shares and/or treasury shares of Common
Stock from which may be issued the 717,500 shares of Common Stock proposed to be
sold pursuant to the exercise of Options granted under the Option Plan and the
32,500 shares of Common Stock proposed to be granted under the Bonus Plan.
Assuming that the Company maintains an adequate number of authorized but
unissued shares and/or treasury shares of Common Stock available for issuance to
those persons who exercise the Options granted under the Option Plan or are
granted Common Stock under the Bonus Plan and assuming that the consideration
for the shares of Common Stock issued is actually received by the Company as
provided in the Option Plan and the Bonus Plan, then the shares of Common Stock
issued pursuant to the Bonus Plan or the exercise of Options granted under the
Option Plan will be duly and validly issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to 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 rules and regulations of the Commission thereunder.

                            Very truly yours,




                            OLLE, MACAULAY & ZORRILLA, P.A.