
                                                                     EXHIBIT 5.1

                                 ALSTON&BIRD LLP
                               One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

                                  404-881-7000
                                Fax: 404-881-7777
                                 www.alston.com

                                 April 20, 2001


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

         Re:      Form S-3 Registration Statement -
                  Resale of Stock on Behalf of Certain Selling Stockholders

Ladies and Gentlemen:

         We have acted as counsel to AmeriPath, Inc., a Delaware corporation
(the "Company"), in connection with the above-referenced Registration Statement
on Form S-3 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, and covering 864,849 shares (the "Shares") of the
Company's common stock, $.01 par value ("Common Stock"), which are being offered
for the account of certain selling stockholders specified therein. The opinion
hereinafter set forth is given at the request of the Company pursuant to Item 16
of Form S-3 and Item 601(b)(5) of Regulation S-K.

         In the capacity described above, we have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Company, certificates of officers of the Company, certificates of public
officials and such other documents as we have deemed appropriate as a basis for
the opinion hereinafter set forth.

         As to certain factual matters relevant to this opinion letter, we have
relied upon the representations and warranties of the parties to the Agreement
and Plan of Merger included as Exhibit 2.1 to the Registration Statement,
certificates and statements of officers of the Company and certificates of
public officials. Except to the extent expressly set forth herein, we have made
no independent investigations with regard thereto, and, accordingly, we do not
express any opinion as to matters that might have been disclosed by independent
verification.

<TABLE>
<S>                                     <C>                           <C>                          <C>
      Bank of America Plaza               90 Park Avenue               3605 Glenwood Avenue        601 Pennsylvania Avenue, N.W.
  101 South Tryon Street, Suite         New York, NY 10016                  Suite 310               North Building, 11th Floor
              4000                         212-210-9400               Raleigh, NC 27612-4957         Washington, DC 20004-2601
    Charlotte, NC 28280-4000            Fax: 212-210-9444                  919-420-2200                    202-756-3300
          704-444-1000                                                  Fax: 919-420-2260                Fax: 202-756-3333
        Fax: 704-444-1111
</TABLE>

<PAGE>

AmeriPath, Inc.
April 20, 2001
Page 2

         The opinion set forth herein is limited to the General Corporation Law
of the State of Delaware. The only opinion rendered by us consists of those
matters set forth in the immediately following paragraph, and no opinion may be
implied or inferred beyond the opinion expressly stated.

         Based upon the foregoing it is our opinion that (i) the currently
outstanding Shares are legally and validly issued, fully paid and nonassessable
and (ii) the Shares issuable pursuant to currently outstanding warrants, when
issued and delivered against payment therefor in accordance with the terms of
such warrants, will be legally and validly issued, fully paid and nonassessable.

         This opinion letter is provided to you for your benefit and for the
benefit of the Commission solely with regard to the Registration Statement, may
be relied upon by you and the Commission only in connection with the
Registration Statement, and may not be relied upon by any other person or for
any other purpose without our prior written consent.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name under the
heading "Legal Matters" in the Prospectus constituting a part thereof. In giving
such consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Commission thereunder.

                                   Sincerely,

                                   ALSTON & BIRD LLP


                                   By: /s/ NILS H. OKESON
                                      -----------------------------------------
                                      Nils H. Okeson,
                                      a partner

NHO:cje
