Greer, Herz & Adams, L.L.P. A Limited Liability Partnership Including Professional Corporations

Exhibit 5.1

Xxxxx, Xxxx & Xxxxx, L.L.P.

A Limited Liability Partnership Including Professional Corporations

		ATTORNEYS AT LAW
		XXX XXXXX XXXXX, 00XX XXXXX
		XXXXXXXXX, XXXXX 00000-0000
Xxxxxxx X. Xxxxxxxx		FAX (000) 000-0000
(000) 000-0000		—		BAY AREA HOUSTON OFFICE:
(000) 000-0000 (fax)		(000) 000-0000		0000 XXXXX XXXXX XXXX., XXXXX 000
xxxxxxxxx@xxxxxxxxx.xxx		(000) 000-0000 (HOUSTON)		XXXXXX XXXX, XXXXX 00000
Galveston Office		xxx.xxxxxxxxx.xxx		FAX (000) 000-0000

July 20, 2009

American National Insurance Company
Xxx Xxxxx Xxxxx
Xxxxxxxxx, Xxxxx 00000

     RE: Proposed Offering of up to 2,900,000 Shares of Common Stock Pursuant to the American National Insurance Company Amended and Restated 1999 Stock and Incentive Plan

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of American National Insurance Company, a Texas insurance company (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 2,900,000 shares of the Company’s common stock, par value $1.00 per share (the “Shares”). The Shares subject to the Registration Statement are to be issued under the American National Insurance Company Amended and Restated 1999 Stock and Incentive Plan (the “Plan”).

     We have examined the originals, or photostatic or certified copies, of (i) the Articles of Incorporation and the Bylaws of the Company, each as amended, (ii) the Plan, and (iii) such other documents, corporate records, certificates and instruments as we deemed necessary and appropriate as a basis for the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of the documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies.

     Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents we have examined, we are of the opinion that the Shares, which may be issued from time in accordance with the terms of the Plan, have been duly authorized for issuance by the Company, and when so

July 20, 2009 Page 2

     Re: Proposed Offering of up to 2,900,000 Shares of Common Stock Pursuant to the American National Insurance Company Amended and Restated 1999 Stock and Incentive Plan

issued in accordance with the terms and conditions set forth in the Plan, will be validly issued, fully paid and non-assessable.

     We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

     We are members of the State Bar of Texas. The foregoing opinion is limited to the federal laws of the United States and the laws of the State of Texas. We are not expressing any opinion as to the effect of the laws of any other jurisdiction.

Yours very truly,
 

/s/ Xxxxx, Xxxx & Xxxxx, L.L.P.  

Xxxxx, Herz & Xxxxx, L.L.P.