<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>d27260exv5w1.txt
<DESCRIPTION>FORM OF OPINION/CONSENT OF JONES DAY
<TEXT>
<PAGE>
                                                                     EXHIBIT 5.1
                             [Jones Day Letterhead]




                                 _________, 2005



AMERISAFE, Inc.
2301 Highway 190 West
DeRidder, Louisiana 70634


         Re:      ______________ shares of Common Stock, par value $0.01 per
                  share, to be Offered Through Underwriters

Ladies and Gentlemen:

         We are acting as counsel for AMERISAFE, Inc., a Texas corporation (the
"Company"), in connection with the issuance and sale of up to ______________
shares of Common Stock, par value $0.01 per share, of the Company (the "Shares")
pursuant to the Underwriting Agreement (the "Underwriting Agreement") proposed
to be entered into between the Company and certain shareholders of the Company
to be named therein and Friedman, Billings, Ramsey & Co., Inc., Keefe, Bruyette
& Woods, Inc. and William Blair & Company, LLC, as representatives of the
underwriters to be named therein ("Underwriters").

         In rendering this opinion, we have examined such documents and records,
including an examination of originals or copies certified or otherwise
identified to our satisfaction, and matters of law as we have deemed necessary
for purposes of this opinion. Based upon the foregoing and subject to the
qualifications and limitations stated herein, we are of the opinion that the
Shares are duly authorized and, when issued and delivered to the Underwriters
pursuant to the terms of the Underwriting Agreement against payment of the
consideration therefor as provided therein, will be validly issued, fully paid,
and nonassessable.

         Our examination of matters of law in connection with the opinion
expressed herein has been limited to, and accordingly our opinion herein is
limited to, the laws of the State of Texas. We express no opinion with respect
to the laws of any other jurisdiction.


<PAGE>
AMERISAFE, Inc.
_________, 2005
Page 2


         We hereby consent to the filing of this opinion as Exhibit 5.1 to
Registration Statement No. 333-_______ on Form S-1 (the "Registration
Statement") filed by the Company to effect registration of the Shares under the
Securities Act of 1933, as amended (the "Act") and to the reference to us under
the caption "Legal Matters" in the prospectus constituting a part of such
Registration Statement. In giving such consent, we do not hereby admit that we
are included in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.


                                                          Very truly yours,



</TEXT>
</DOCUMENT>
