Exhibit 5
August 3, 2000
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Dear Sir/Madam:
As General Counsel of Brown & Brown, Inc. (the
"Registrant"), I am familiar with the preparation and filing of
the Registrant's Registration Statement on Form S-8, as filed
with the Securities and Exchange Commission on or about August 3,
2000, pursuant to which the Registrant proposes to issue up to
300,000 shares of its common stock, par value $.10 per share
("Registrant's Common Stock"), pursuant to the Brown & Brown,
Inc. 2000 Incentive Stock Option Plan (the "Plan").
I or other attorneys under my supervision
have reviewed the Plan and the Registration Statement, and
have examined and are familiar with the documents, corporate
records and other instruments of the Registrant relating to the
proposed issuance of the Registrant's Common Stock which I deem
relevant and which form the basis of the opinion hereinafter set
forth.
I am of the opinion that under the laws of the State of
Florida, the jurisdiction in which the Registrant is incorporated
and the jurisdiction in which the Registrant has its principal
office, upon the issuance of the shares of the Registrant's
Common Stock pursuant to the aforesaid Registration Statement,
all such shares when so issued will be duly authorized, validly
issued and outstanding, and will be fully paid and non-
assessable.
The undersigned counsel to the Registrant hereby consents to
the use of my opinion as Exhibit 5 to the aforesaid Registration
Statement.
Sincerely yours,
BROWN & BROWN, INC.
/S/ LAUREL L. GRAMMIG
Laurel L. Grammig
Vice President, Secretary
and General Counsel
LLG/jag
