
<PAGE>   1
                         [GREENBERG TRAURIG LETTERHEAD]



                                                                     EXHIBIT 5.1

                                October 21, 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, pursuant to Rule 462(b), with
the Securities and Exchange Commission of a Registration Statement on Form S-1,
as amended (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 600,000 and 90,000 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"), (ii) the Certificate of Amendment to the Certificate of
Incorporation which solely relates to the authorized but unissued shares of
preferred stock of the Company (the "Amendment"), which Amendment shall be filed
with the Secretary of State of the State of Delaware and become effective
simultaneously with the closing of the offering of the Shares;  (iii) the
Amended and Restated Bylaws of the Company; (iv) resolutions of the Board of
Directors of the Company, and the Pricing Committee thereof, authorizing the
offering and the issuance of the Shares and related matters; (v) the
Registration Statement and exhibits thereto; and (vi) 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 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.

     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,



                                        /s/ GREENBERG TRAURIG
                                        ---------------------------------
                                        GREENBERG, TRAURIG, HOFFMAN,
                                        LIPOFF, ROSEN & QUENTEL, P.A.




