[KEATING, MUETHING & KLEKAMP, P.L.L. LETTERHEAD]
--------------------------------------------------------------------------------







MARK A. WEISS
DIRECT DIAL: (513) 579-6599
FACSIMILE: (513) 579-6457
E-MAIL: MWEISS@KMKLAW.COM

                                  July 16, 2003

American Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio  45202

Ladies and Gentlemen:

     We have acted as counsel to American Financial Group, Inc., an Ohio
corporation (the "Company"), in with respect to a Registration Statement on Form
S-4 (the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") in connection with the issuance of shares of
common stock, no par value, of the Company (the "Common Stock") in exchange for
the outstanding Series J Preferred Stock of American Financial Corporation, an
Ohio corporation ("AFC"), pursuant to the Agreement and Plan of Reorganization
dated as of July 7, 2003 (the "Agreement") among the Company, AFC and AFC
Holding Company. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original of all documents submitted to us as copies
thereof.

     As your legal counsel, we have examined the proceedings taken, and are
familiar with the proceedings proposed to be taken, in connection with the
issuance of the Common Stock pursuant to the Agreement.

     Based solely on the examination detailed above, we are of the opinion that
the Company has taken all necessary and required corporate actions in connection
with the issuance of Common Stock pursuant to the Agreement, and when issued
under the terms set forth in the Agreement, the shares of Common Stock will be
validly authorized, legally issued, fully paid and nonassessable shares of
Common Stock of the Company free of any preemptive rights.

     We hereby consent to be named in the Registration Statement and the proxy
statement/prospectus part thereof as the attorneys who have passed upon legal
matters in connection with the issuance of the Common Stock and to the filing of
this opinion as an exhibit to the Registration Statement. In giving such
consent, we do not thereby admit that we come








American Financial Group, Inc.
July 16, 2003
Page 2


within 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
thereunder.

                                    Sincerely yours,

                                    KEATING, MUETHING & KLEKAMP, P.L.L.



                                    By:            Mark A. Weiss
                                       -----------------------------------------
                                                   Mark A. Weiss