S-8

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

__________________________

AMERICAN SAFETY INSURANCE HOLDINGS, LTD.

Bermuda (State or other jurisdiction of incorporation or organization) Not applicable (I.R.S. Employer Identification No.)

__________________________

The Boyle Building, 2nd Floor

31 Queen Street

Hamilton, Bermuda HM 11

(Address of principal executive offices)

__________________________

2008 Employee Stock Purchase Plan

(Full title of the plan)

__________________________

Randolph L. Hutto

c/o American Safety Insurance Services, Inc.

100 Galleria Parkway

Suite 700

Atlanta, Georgia 30339

678-504-4537

(Name, address, and telephone number, including area code, of agent for service)

__________________________

Copies to:

W. Brinkley Dickerson, Jr.

Troutman Sanders LLP

600 Peachtree Street, Suite 5200

Atlanta, Georgia 30308

404-885-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):

Large accelerated filer o Accelerated filer x

Non-accelerated filer o Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.01 per share	1,000,000 shares	$14.90	$14,900,000.00	$585.57

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also includes an indeterminate number of additional shares that may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as provided in the 2008 Employee Stock Purchase Plan.

(2) Estimated solely for the purpose of calculating the registration fee, in accordance with Rule 457(c) and (h) under the Securities Act, based on the average of the high and low prices of $14.90 per share for American Safety Insurance Holdings, Ltd common stock as reported on the New York Stock Exchange on September 19, 2008.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

The documents containing the information specified in this Part I of Form S-8 will be sent or given to participants of the 2008 Employee Stock Purchase Plan (the “Plan”) as specified by Rule 428(b)(1) promulgated under the Securities Act. Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.

Item 2.

Upon written or oral request, American Safety Insurance Holdings, Ltd. (the “Company”) shall provide without charge the documents incorporated by reference in Item 3 of Part II of this Registration Statement. The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to employees pursuant to Rule 428(b) under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. Requests for the above-mentioned documents should be directed to Randolph L. Hutto, Secretary and General Counsel, c/o American Safety Insurance Services, Inc., 100 Galleria Parkway, Suite 700, Atlanta, Georgia 30339, telephone number 678-504-4537.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof:

(a)         The Company’s latest Annual Report on Form 10-K, as amended by Form 10K/A for the fiscal year ended December 31, 2007, filed with the Commission on March 17, 2008 and April 24, 2008, respectively.

(b)        The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008, filed with the Commission on May 12, 2008, and June 30, 2008, filed with the Commission on August 8, 2008;

(c)         The Company’s Current Reports on Form 8-K, filed with the Commission on March 5, 2008, April 28, 2008 and July 30, 2008; and

(d)        The description of the Company’s Common Stock, par value $0.01, contained in the Company’s Registration Statement on Form S-1, as filed with the Commission on December 19, 1997, including any amendments or reports filed for the purpose of updating such descriptions.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents with the Commission.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement contained in this registration statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable

Item 6. Indemnification of Directors and Officers.

Section 98 of the Bermuda Companies Act 1981, as amended (the “Companies Act”), provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of Bermuda law otherwise would be imposed on them, except in cases where such liability arises from fraud or dishonesty, of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermudian company may indemnify its directors, officers and auditors against liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda in certain proceedings arising under Section 281 of the Companies Act.

The Company may also advance moneys to an officer or auditor for the costs, charges and expenses incurred by the officer or auditor in defending any civil or criminal proceedings against them, on condition that the officer or auditor shall repay the advance if any allegation of fraud or dishonesty is proved against them.

The Company has adopted provisions in its Bye-Laws that provide that the Company shall indemnify its officers and directors to the maximum extent permitted under the Companies Act. The Company has also adopted provisions in its Bye-Laws that provide that each shareholder of the Company and the Company itself agrees to waive any claim or right of action he or it might have, whether individually or by or in the right of the Company, against any director or officer on account of any action taken by such director or officer, or the failure of such director or officer to take any action, in the performance of his duties, or supposed duties, with or for the Company, provided that such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such director or officer.

The Company has directors’ and officers’ liability insurance that insures the directors and officers of the Company against certain liabilities.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following is a list of all exhibits filed as part of this Registration Statement or, as noted, incorporated by reference into this Registration Statement:

Exhibit No. Description

4.1 Specimen Common Share Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registration Statement on Form S-1/A, filed with the SEC on January 27, 1998)

4.2 Amended and Restated Declaration of Trust of American Safety Capital Trust dated as of May 22, 2003 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2003)

4.3 Indenture dated as of May 22, 2003 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2003)

4.4 Guarantee Agreement dated as of May 22, 2003 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2003)

4.5 Amended and Restated Trust Agreement of American Safety Capital Trust II dated as of September 30, 2003 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2003)

4.6 Junior Subordinated Indenture dated as of September 30, 2003 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2003)

4.7 Guarantee Agreement dated as of September 30, 2003 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2003)

4.8 Common Securities Subscription Agreement dated as of September 30, 2003 (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2003)

4.9 Amended and Restated Declaration of Trust of American Safety Capital Trust III dated as of November 17, 2005 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2005)

4.10 Indenture dated as of November 17, 2005 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2005)

4.11 Subscription Agreement dated as of November 17, 2005 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2005)

4.12 Guarantee Agreement dated as of November 17, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2005)

4.13 Parent Guarantee Agreement dated as of November 17, 2005 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2005)

5.1* Opinion of Appleby

23.1* Consent of BDO Seidman, LLP

23.2* Consent of Appleby (included in Exhibit 5.1)

24.1* Power of Attorney (included on signature page)

* Filed herewith

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1)            To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)           To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement, Notwithstanding the foregoing,

any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)         To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)            That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)            To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)           The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(c)           Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Atlanta, Georgia, on this 22nd day of September, 2008.

AMERICAN SAFETY INSURANCE HOLDINGS, LTD.

By: /s/ Stephen R. Crim

Stephen R. Crim

CEO/President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen R. Crim and Randolph L. Hutto or either of them (with full power to each of them to act alone), as his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and on his behalf to sign any and all amendments (including, without limitation, post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and any documents required to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Exchange Act of 1933, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities indicated.

Signature	Title	Date
By: /s/ Stephen R. Crim Stephen R. Crim	Chief Executive Officer, President (Principal Executive Officer) and Director	September 22, 2008
By: /s/ William C. Tepe William C. Tepe	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	September 22, 2008

Signature	Title	Date
By: /s/ Cody W. Birdwell Cody W. Birdwell	Director	September 22, 2008
By: /s/ David V. Brueggen David V. Brueggen	Chairman of the Board and Director	September 22, 2008
By: /s/ Joseph F. Fisher Joseph F. Fisher	Director	September 22, 2008
By: /s/ Lawrence I. Geneen Lawrence I. Geneen	Director	September 22, 2008
By: /s/ Steven L. Groot Steven L. Groot	Director	September 22, 2008
By: /s/ Frank D. Lackner Frank D. Lackner	Director	September 22, 2008
By: /s/ Thomas W. Mueller Thomas W. Mueller	Director	September 22, 2008
By: /s/ Jerome D. Weaver Jerome D. Weaver	Director	September 22, 2008

EXHIBIT INDEX

Exhibit No. Description

4.1 Specimen Common Share Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registration Statement on Form S-1/A, filed with the SEC on January 27, 1998)

4.2 Amended and Restated Declaration of Trust of American Safety Capital Trust dated as of May 22, 2003 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2003)

4.3 Indenture dated as of May 22, 2003 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2003)

4.4 Guarantee Agreement dated as of May 22, 2003 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2003)

4.5 Amended and Restated Trust Agreement of American Safety Capital Trust II dated as of September 30, 2003 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2003)

4.6 Junior Subordinated Indenture dated as of September 30, 2003 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2003)

4.7 Guarantee Agreement dated as of September 30, 2003 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2003)

4.8 Common Securities Subscription Agreement dated as of September 30, 2003 (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2003)

4.9 Amended and Restated Declaration of Trust of American Safety Capital Trust III dated as of November 17, 2005 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2005)

4.10 Indenture dated as of November 17, 2005 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2005)

4.11 Subscription Agreement dated as of November 17, 2005 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2005)

4.12 Guarantee Agreement dated as of November 17, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2005)

4.13 Parent Guarantee Agreement dated as of November 17, 2005 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2005)

5.1* Opinion of Appleby

23.1* Consent of BDO Seidman, LLP

23.2* Consent of Appleby (included in Exhibit 5.1)

24.1* Power of Attorney (included on signature page)

* Filed herewith

EX-23

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

American Safety Insurance Holdings, Ltd.

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 13, 2008, relating to the consolidated financial statements, the effectiveness of internal control over financial reporting, and Schedules II, III, and IV of American Safety Insurance Holdings, Ltd. and subsidiaries appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

/s/ BDO Seidman, LLP

Atlanta, Georgia

September 19, 2008

EX-5

	Exhibit 5.1
	e-mail: rmoses@applebyglobal.com direct dial: Tel +1 441 298 3540 Fax +1 441 298 3465 your ref: appleby ref: RM/4450.11 By E-mail 9 September 2008
American Safety Insurance Holdings, Ltd. The Boyle Building, 2nd Floor 31 Queen Street Hamilton Bermuda HM 11
Attention: Randolph L Hutto, General Counsel

Dear Sirs

American Safety Insurance Holdings, Ltd (the “Company”) – Form S-8 Registration

This opinion as to Bermuda law is addressed to you in connection with the filing by the Company with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) of a registration statement on Form S-8 the (“Registration”) in relation to the Company’s Employee Stock Purchase Plan (the “Plan”) and its issuance of up to 1,000,000 ordinary shares of the Company, US$0.01 par value per share (the “Shares”) under the Plan. The Company has requested that we provide this opinion which is required pursuant to the Registration in connection with the following documents:

(i) The Company’s Employee Stock Purchase Plan

(ii) A draft of the Form S-8 Registration Statement under the Securities Act.

(collectively referred to as the “Subject Documents”)

For the purposes of this opinion we have examined and relied upon the documents listed, and in some cases defined, in the Schedule to this opinion (the "Documents").

APPLEBY_BDA\4398908v1

American Safety Insurance Holdings, Ltd.

9 September 2008

Assumptions

In stating our opinion we have assumed:

(a) the authenticity, accuracy and completeness of all Documents submitted to us as originals and the conformity to authentic original documents of all Documents submitted to us as certified, conformed, notarised, faxed or photostatic copies;

(b) that each of the Documents which was received by electronic means is complete, intact and in conformity with the transmission as sent;

(c) the genuineness of all signatures on the Documents;

(d) the authority, capacity and power of each of the persons signing the Documents which we have reviewed (other than the Company or its Directors or Officers);

(e) that any representation, warranty or statement of fact or law, other than as to the laws of Bermuda, made in any of the Documents is true, accurate and complete;

(f) that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by the Subject Documents, the Plan or the issue of Shares or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation to be performed or action to be taken as described in the Registration Statement or the Plan is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;

(g) that when executed and delivered, the Registration Statement will be in a form which does not differ in any material respect from the draft which we have examined for the purposes of this opinion.

American Safety Insurance Holdings, Ltd.

9 September 2008

(h) that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record (i) the resolutions passed by the Board of Directors of the Company and Shareholders in meetings, as the case may be which were duly convened and at which duly constituted quorums were present and voting throughout, and (ii) that there is no matter affecting the authority of the Directors (in respect of resolutions passed by the Board of Directors) not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein.

Opinion

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

(1) The Company is an exempted company validly organised and existing and in good standing under the laws of Bermuda.

(2) All necessary corporate action required to be taken by the Company in connection with the issue by the Company of the Shares pursuant to Bermuda law has been taken by or on behalf of the Company, and all necessary approvals of Governmental authorities in Bermuda have been duly obtained for the issue by the Company of the Shares.           

(3) When issued pursuant to the Resolutions and the terms of the Plan and delivered against payment therefore in the circumstances referred to in the Plan, or summarised in the Registration Statement, the Shares will be validly issued, fully paid and non-assessable shares in the capital of the Company.

(4) There are no taxes, duties or other charges payable to or chargeable by the Government of Bermuda, or any authority or agency thereof in respect of the issue of the Shares.

American Safety Insurance Holdings, Ltd.

9 September 2008

Reservations

We have the following reservations:

(a) We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the Courts of Bermuda at the date hereof.

(b) In paragraph (1) above, the term "good standing" means that the Company has received a Certificate of Compliance from the Registrar of Companies in Hamilton Bermuda which confirms that the Company has neither failed to make any filing with any Bermuda governmental authority nor to pay any Bermuda government fee or tax, which might make it liable to be struck off the Registrar of Companies and thereby cease to exist under the laws of Bermuda.

(c) Any reference in this opinion to shares being "non-assessable" shall mean, in relation to fully paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the holder of the shares, that no shareholder shall be bound by an alteration to the Memorandum of Association or Bye-laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.

(d) Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of, such other jurisdiction.

(e) We have relied upon statements and representations made to us in the Certificate provided to us by an authorised officer of the Company for the purposes of this opinion. We have made no independent verification of the matters referred to in the Certificate, and we qualify such opinions to the extent that the statements or representations made in the Certificate are not accurate in any respect.

American Safety Insurance Holdings, Ltd.

9 September 2008

Disclosure

This opinion is addressed to you in connection with the filing by the Company of the Plan with the United States Securities and Exchange Commission. We consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. As Bermuda attorneys, however, we are not qualified to opine on matters of law of any jurisdiction other than Bermuda, accordingly we do not admit to being an expert within the meaning of the Securities Act of 1933, as amended.

Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change.

This opinion is governed by and is to be construed in accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda.

Yours faithfully

“Appleby”

American Safety Insurance Holdings, Ltd.

9 September 2008

SCHEDULE

1. Certified copies of the Certificate of Incorporation, Memorandum of Association, Certificate of Deposit of Memorandum of Increase of Share Capital and Bye-Laws adopted 27 April 2005 of the Company (collectively referred to as "Constitutional Documents").

2. A certified copy of the “Foreign Exchange Letter” for the Company dated 27 December 1985.

3. A certified copy of the “Tax Assurance”, dated 2 January 1986 issued by the Registrar of Companies for the Minister of Finance in relation to the Company.

4. A copy of an Secretary’s Certificate (the “Certificate”) dated 20 August 2008 and signed by Randolph L Hutto, Secretary of the Company, in relation to (a) the resolutions of the Board of Directors passed on 24 July 2008 and (b) the approval of the Plan by the Shareholders of the Company at the annual general meeting held on 24 July 2008 (the “Resolutions”).”

5. A copy of the notification dated 25 August 2008 given to the Bermuda Monetary Authority in relation to the Company and the Plan.

6. Certificate of Compliance, dated 8 September 2008.

7. A copy of the Plan.

8. A copy of the draft Registration Statement