Exhibit 5

June 10, 2003

The St. Joe Company
245 Riverside Avenue, Suite 500
Jacksonville, FL 32202

Ladies and Gentlemen:

         I am Senior Counsel of The St. Joe Company, a Florida corporation (the
"Company"). I have been asked to render this opinion in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement") relating to the issuance of up to 3 million shares of
the Company's common stock, no par value (the "Shares"), to be issued to certain
employees and directors of the Company under the Company's 2001 Stock Incentive
Plan (the "Plan").

         I have examined originals, or copies of originals certified to my
satisfaction, of such agreements, documents, certificates and other statements
of government officials and corporate officers and representatives and have
reviewed and discussed other papers and matters of fact and law as I have deemed
relevant and necessary and on which I have relied as a basis for the following
opinions. I have assumed the authenticity of all documents submitted as
originals and the conformity with the original documents of any copies of such
documents submitted for examination.

         In this regard, I am of the opinion that:

            1.   The Company is a validly organized and existing corporation
                 under the laws of the State of Florida.

            2.   All proper corporate proceedings have been taken so that the
                 Shares have been duly authorized and, when issued and paid for
                 in accordance with the terms and conditions of the Plan,
                 assuming due execution of the certificates therefor, will be
                 validly issued, fully paid and nonassessable.

         I hereby consent to the use of this opinion in the Registration
Statement.


Very truly yours,


/s/ Lawrence Paine
---------------------------
Lawrence Paine
Senior Counsel