Exhibit 5.1
[Jones Day Letterhead]
October 31, 2006
AMERISAFE, Inc.
2301 Highway 190 West
DeRidder, Louisiana 70634
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Re:
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9,071,576 Shares of Common Stock, $.01 Par Value 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 sale of up to 9,071,576 shares (the “Shares”) of Common Stock, $.01 par value
per share, of the Company, to be sold by certain of the Company’s shareholders (the “Selling
Shareholders”) pursuant to an underwriting agreement (the “Underwriting Agreement”) proposed to be
entered into by and among the Company, the Selling Shareholders and Friedman, Billings, Ramsey &
Co., Inc., William Blair & Company, L.L.C., SunTrust Capital Markets, Inc. and Cochran Caronia
Waller Securities LLC, as Representatives of the several Underwriters named therein.
The Shares include (i) 7,856,805 shares of Common Stock (the “Outstanding Shares”)
previously issued by the Company to certain of the Selling
Shareholders and (ii) 1,214,771 shares of Common Stock (the “Conversion Shares”) that will
be issued to certain of the Selling Shareholders (the “Converting Selling Shareholders”) upon the
conversion of 250,000 shares of Series C Convertible Deferred Pay Preferred Stock, $.01 par value
per share (the “Series C Preferred Stock”), of the Company in accordance with the terms of the
Company’s Amended and Restated Articles of Incorporation.
In rendering this opinion, we have examined such documents and records 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:
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The Outstanding Shares are duly authorized, validly issued, fully paid and
nonassessable; and |
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The Conversion Shares are duly authorized and, when issued and delivered to the
Converting Selling Shareholders following the surrender to the Company of the
certificates representing the Series C Preferred Stock to be so converted, 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.
AMERISAFE, Inc.
October 31, 2006
Page 2
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement
on Form S-1, Registration No. 333-137583 (the “Registration Statement”), filed by the Company to
effect registration of the Shares under the Securities Act of 1933 (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,
/s/ Jones Day
Jones Day