Exhibit 5

AKIN GUMP
STRAUSS HAUER & FELD LLP
      Attorneys at Law

American Physicians Service Group, Inc.
1301 Capital of Texas Highway, Suite C-300
Austin, Texas  78746

     Re:    American Physicians Service Group, Inc., Registration Statement S-3

Ladies and Gentlemen:

         We have acted as counsel to American Physicians Service Group, Inc., a
Texas corporation (the "Company"), in connection with the registration, pursuant
to a registration statement on Form S-3, as amended (the "Registration
Statement"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of the offering and sale by the
selling stockholder listed in the Registration Statement (the "Selling
Stockholder") of 692,141 of the Company's common stock, par value $0.10 per
share ("Common Stock") (the "Shares").

         We have examined originals or certified copies of such corporate
records of the Company and other certificates and documents of officials of the
Company, public officials and others as we have deemed appropriate for purposes
of this letter. We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
authentic original documents of all copies submitted to us as conformed and
certified or reproduced copies.

         Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion that
when the Registration Statement relating to the Shares has become effective
under the Act, when sold and delivered as described in the Registration
Statement, the Shares will be duly authorized and validly issued and are fully
paid and non-assessable.

         The opinions and other matters in this letter are qualified in their
entirety and subject to the following:

         A. We express no opinion as to the laws of any jurisdiction other than
any published constitutions, treaties, laws, rules or regulations or judicial or
administrative decisions ("Laws") of the Laws of Texas.



         B. This law firm is a registered limited liability partnership
organized under the laws of the State of Texas.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act and the rules and
regulations thereunder. We also consent to your filing copies of this opinion as
an exhibit to the Registration Statement.

                                      Very truly yours,

                                      /s/ Akin Gump Strauss Hauer & Feld, LLP
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                                          AKIN GUMP STRAUSS HAUER & FELD LLP