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                                                                    EXHIBIT 5.01

                                                    August 14, 2001


American Axle & Manufacturing Holdings, Inc.
1840 Holbrook Avenue
Detroit, Michigan 48212

Ladies and Gentlemen:
                  We have acted as counsel to American Axle & Manufacturing
Holdings, Inc., a Delaware corporation (the "Company"), in connection with the
Registration Statement on Form S-3 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), relating to the sale by and
issuance and sale by the Company and the sale by those selling stockholders of
the Company (the "Selling Stockholders") named in the Registration Statement, of
an aggregate of up to 8,625,000 shares of common stock par value $0.01 per
share, 5,175,000 shares of which have been issued and are outstanding (together
with any additional shares of such stock that have been issued and are
outstanding that may be sold by the Company or the Selling Stockholders pursuant
to Rule 462(b) (as prescribed by the Commission pursuant to the Act) in
connection with the offering described in the Registration Statement, the
"Outstanding Shares"), 3,000,000 shares of which have been issued and are held
by the Company as treasury stock and 450,000 shares of which may be issued and
sold by the Company (together with any additional shares of such stock that may
be issued by the Company pursuant to Rule 462(b) (as prescribed by the
Commission pursuant to the Act) in connection with the offering described in the
Registration Statement, the "New Shares").





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American Axle & Manufacturing         -2-                        August 14, 2001
Holdings, Inc.


                  We have examined the Registration Statement and a form of the
share certificate which has been filed with the Commission as an exhibit to the
Registration Statement. We also have examined the originals, or duplicates or
certified or conformed copies, of such records, agreements, instruments and
other documents and have made such other and further investigations as we have
deemed relevant and necessary in connection with the opinions expressed herein.
As to questions of fact material to this opinion, we have relied upon
certificates of public officials and of officers and representatives of the
Company.

                  In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents.

                  Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion that the Outstanding Shares
have been duly authorized and are validly issued, fully paid and non-assessable
and that (1) when the Board of Directors of the Company (the "Board") has taken
all necessary corporate action to authorize and approve the issuance of the New
Shares and (2) upon payment and delivery in accordance with the applicable
definitive underwriting agreement approved by the Board, the New Shares will be
validly issued, fully paid and nonassessable.

                  We are members of the Bar of the State of New York, and we do
not express any opinion herein concerning any law other than the Delaware
General Corporation Law (including the statutory provisions, all applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting the foregoing).




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American Axle & Manufacturing         -3-                        August 14, 2001
Holdings, Inc.

                  We hereby consent to the filing of this opinion letter as
Exhibit 5.01 to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Prospectus included in the Registration
Statement.

                                                  Very truly yours,




                                              /s/ SIMPSON THACHER & BARTLETT