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                                                                     EXHIBIT 5.1

                                October  , 1997

AmeriPath, Inc.
7289 Garden Road, Suite 200
Riviera Beach, FL 33404

     Re:  Public Offering of Common Stock
          -------------------------------

Gentlemen:

     We have acted as special counsel to AmeriPath, Inc., a Delaware corporation
(the "Company"), in connection with its filing with the Securities and Exchange
Commission of a Registration Statement on Form S-1 (File No. 333-34265, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the sale by the Company and
certain selling stockholders of 5,000,000 and 750,000 shares, respectively, of
the Company's Common Stock, par value $.01 per share (collectively, the
"Shares").

     In connection with our rendering of this opinion, we have examined and
relied upon the original or a copy, certified to our satisfaction, of: (i) the
Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation"), the Certificate of Amendment to the Certificate of
Incorporation (the "Amendment") and the Amended and Restated Bylaws of the
Company; (ii) resolutions of the Board of Directors of the Company authorizing
the offering and the issuance of the Shares and related matters; (iii) the
Registration Statement and exhibits thereto; and (iv) such other documents and
instruments as we have deemed necessary for the expression of opinions
contained herein.

     We are of the opinion that the Shares, when issued and delivered in
accordance with the Company's Certificate of Incorporation (as amended by the
amendment, the "Amended Certificate") and the Underwriting Agreement filed as
Exhibit 1.1 to the Registration Statement, will be duly and validly authorized
and issued and will be fully paid and nonassessable.

     The opinion expressed above is based upon and subject to our assumption
that the Amended Certificate, which has been approved by the Company's Board of
Directors and Stockholders prior to the date hereof, has been filed with and
accepted by the Secretary of State of Delaware.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption
"Business--Government Regulation" and "Legal Matters" in the Prospectus forming
a part of the Registration Statement.

                                        Sincerely,



                                        GREENBERG, TRAURIG, HOFFMAN,
                                        LIPOFF, ROSEN & QUENTEL, P.A.




