<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>exhibit_51sheth.txt
<DESCRIPTION>EX 5.1 OPINION
<TEXT>
                                                                Exhibit 5.1

                   [Letterhead of American Express Company]

                                 July 20, 2007

American Express Company
200 Vesey Street
New York, New York 10285
Ladies and Gentlemen:


                I am Senior Counsel of American Express Company, a New York
corporation (the Company"). This opinion is being furnished to you in
connection with the registration for resale of up to 16,162 shares (the
"Shares") of the Company's common shares, par value $0.20 per share (the
"Common Shares"), on behalf of certain selling stockholders. The Shares were
issued to the selling stockholders in a private placement pursuant to that
certain Agreement and Plan of Merger and Reorganization, dated as of November
30, 2006, as amended, by and among the Company, Cove Acquisition Sub, Inc., a
wholly owned subsidiary of the Company, Harbor Payments, Inc., Oak Investment
Partners XI, Limited Partnership and Oak Associates XI, LLC.

     In connection herewith, I have examined:

           (i) the Company's automatic shelf registration statement on Form
S-3 (No. 333-138032) (the "Registration Statement") covering, among other
securities, Common Shares, filed with the Securities and Exchange Commission
("SEC") under the Securities Act of 1933, as amended (the "Securities Act"),
which Registration Statement became effective under the Securities Act on
October 16, 2006; and

           (ii) Supplement No. 7 dated July 20, 2007 to the prospectus
supplement dated January 3, 2007 and the accompanying prospectus included in
the Registration Statement, which will be filed with the SEC on the date
hereof, pursuant to Rule 424(b) under the Securities Act (collectively the
"Prospectus").

                I have also examined the Company's Articles of Incorporation
and Bylaws, each as in effect on the date hereof, and resolutions adopted by
the Board of Directors of the Company at a meeting held on November 20, 2006.
In addition, I have examined and relied on the originals or copies, certified
or otherwise identified to my satisfaction, of such instruments, certificates,
records, and other documents and have made such examination of law as I have
deemed necessary or appropriate for the purpose of my opinion hereinafter
expressed.




<PAGE>





               In my examination of the foregoing, I have assumed the
genuineness of all signatures on all documents examined by me (except the
signatures of officers of the Company), the legal competence and capacity of
each person executing documents, the authenticity of all documents submitted
to me as originals, the conformity to authentic originals of all documents
submitted to me as certified or photostatic copies, and the due authorization,
execution and delivery of all documents (other than due authorization,
execution and delivery on behalf of the Company) where due authorization,
execution and delivery are a prerequisite to the effectiveness thereof.

                Based on the foregoing and in reliance thereon, and subject to
the exceptions, qualifications and limitations stated herein, I am of the
opinion that the Shares are validly issued, fully paid and non-assessable.

                The opinion expressed above is limited to the laws of the
State of New York, the federal laws of the United States of America as in
effect (and published or otherwise generally available) on the date hereof,
and I assume no obligation to revise or supplement the opinion should such law
be changed by legislative action, judicial decision or otherwise. In rendering
the opinion, I have not considered, and hereby disclaim any opinion as to, the
application or impact of any laws, cases, decisions, rules or regulations of
any other jurisdiction, court or administrative agency.

                I hereby consent to the filing of this opinion as Exhibit 5.1
to the Current Report on Form 8-K and to the use of my name under the heading
"Legal Matters" in Supplement No. 7. In giving such consent, I do not thereby
concede that I am within the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the SEC
thereunder.


                                             Very truly yours,

                                             /s/ David S. Carroll
                                             --------------------
                                             David S. Carroll
                                             Senior Counsel


</TEXT>
</DOCUMENT>
