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



                                  July 11, 1997

First American Railways, Inc.
3700 North 29th Avenue, Suite 202
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 91,822 shares of
the Company's Common Stock, $0.001 par value per share (the "Common Stock"),
that are offered pursuant to a Consulting Agreement between the Company and
C. Dawson Buck, dated June 24, 1997 (the "Consulting Agreement"). You have
requested the opinion of this firm with respect to certain legal aspects of the
proposed offering of Common Stock pursuant to such Consulting Agreement.

         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
July 11, 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 91,822 authorized but unissued shares and/or treasury shares of Common
Stock from which may be issued the 91,822 shares of Common Stock proposed to be
sold pursuant to the aforementioned Consulting Agreement. Assuming that the
Company maintains an adequate number of authorized but unissued shares and/or
treasury shares of Common Stock available for issuance to Mr. Buck, as set
forth in such Consulting Agreement and assuming that the consideration for the
shares of Common Stock issued is actually received by the Company as provided in
the Consulting Agreement, then the shares of Common Stock issued pursuant to the
Consulting Agreement 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,


                                        /s/ OLLE, MACAULAY & ZORRILLA, P.A.
                                        -----------------------------------
                                        Olle, Macaulay & Zorrilla, P.A.