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                                                                       EXHIBIT 5

                               December 12, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re:  The St. Joe Company Registration Statement for
     Offering of 1,385,140 Shares of Common Stock


Ladies and Gentlemen:

         We refer to the registration on Form S-8 (the "Registration
Statement") of 1,385,140 shares of Common Stock authorized for issuance pursuant
to The St. Joe Company's 1998 Stock Incentive Plan (the "Plan"). We advise you
that, in our opinion, when such shares have been issued and sold pursuant to the
applicable provisions of the Plan and in accordance with the Registration
Statement, such shares will be validly issued, fully paid and nonassessable
shares of the Company's Common Stock.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                     Very truly yours,

                                     /s/ Robert M. Rhodes

                                     Robert M. Rhodes