EXHIBIT 5.1

	September 30, 2003
Brown & Brown, Inc.
401 E. Jackson Street, Suite 1700
Tampa, Florida 33602
Re:          Registration Statement on Form S-8
Gentlemen:
We refer to the Registration Statement (the "Registration Statement") on Form S-8 filed today by Brown & Brown, Inc. (the "Company") with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the "Act"), an aggregate of 4,500,000 shares (the "Shares") of the authorized common stock, par value $.10 per share, of the Company being offered to certain employees of the Company pursuant to the Brown & Brown, Inc. 1990 Employee Stock Purchase Plan, as amended (the "Plan").
In rendering the opinion set forth herein, we have acted as counsel for the Company and have examined originals, or copies certified to our satisfaction, of (i) the Registration Statement, (ii) the Articles of Incorporation of the Company, as amended to date and currently in effect, (iii) the Bylaws of the Company, as amended to date and currently in effect, (iv) the Plan, (v) certain resolutions of the Board of Directors of the Company in connection with the Registration Statement, and (vi) the report of the inspector of election confirming approval by the shareholders of the Company of an amendment to the Plan to, among other things, increase the number of shares of common stock of the Company reserved for issuance under the Plan.  We also examined originals, or copies certified to our satisfaction, of such corporate records of the Company, certificates of public officials, and representatives of the Company, and other documents as we deemed necessary to deliver the opinion expressed below.
Based upon the foregoing, and having regard for legal considerations that we deem relevant, it is our opinion that the Shares will be, when (i) the Registration Statement becomes effective under the Act, and (ii) if issued in accordance with the terms of the Plan, duly authorized, validly issued, and fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/S/ HOLLAND & KNIGHT LLP
HOLLAND & KNIGHT LLP