EXHIBIT 5



                            [WINTHROP WEINSTINE LOGO]


March 30, 2009



American Church Mortgage Company
10237 Yellow Circle Drive
Minnetonka, MN 55343

RE:   American Church Mortgage Company

Ladies and Gentlemen:

We have acted as counsel to you in connection with the preparation and filing by
you of a  Registration  Statement on Form S-11 (the  "Registration  Statement"),
containing a Prospectus (the "Prospectus"), under the Securities Act of 1933, as
amended (the "Act"),  with respect to the  registration of $20,000,000  Series C
Secured Investor  Certificates (the  "Certificates") of American Church Mortgage
Company, a Minnesota corporation (the "Company").

We have reviewed the  Registration  Statement,  including the Prospectus,  which
provides that it will be supplemented  in the future by one or more  supplements
to  the  Prospectus  (each  a  "Prospectus   Supplement").   The  Prospectus  as
supplemented by various Prospectus Supplements will provide for the issuance and
sale of the  Certificates.  The  Certificates  will be issued pursuant to one or
more indentures in the form filed as an exhibit to the  Registration  Statement,
as amended or supplemented from time to time (each, an "Indenture"), between the
Company, as obligor, and a trustee chosen by the Company and qualified to act as
such under the Trust Indenture Act of 1939, as amended (each, a "Trustee").

In addition,  we have  examined  such other  documents  and have  reviewed  such
questions  of law as we  have  considered  necessary  and  appropriate  for  the
purposes of our opinion set forth  below.  In  rendering  our  opinion,  we have
assumed the  authenticity  of all documents  submitted to us as  originals,  the
genuineness of all  signatures and the conformity to authentic  originals of all
documents submitted to us as copies. We have also assumed the legal capacity for
all purposes  relevant  hereto of all natural  persons and,  with respect to all
parties to agreements  or  instruments  relevant  hereto other than the Company,
that such parties had the requisite power and authority (corporate or otherwise)
to execute,  deliver and  perform  such  agreements  or  instruments,  that such
agreements or  instruments  have been duly  authorized  by all requisite  action
(corporate or  otherwise),  executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable  obligations of
such parties.  As to questions of fact  material to our opinion,  we have relied
upon certificates of officers of the Company and of public officials.

Based on the foregoing, we are of the opinion that the Certificates are duly and
validly  authorized for issuance and, when issued and paid for, as  contemplated
by the  Registration  Statement,  the  Prospectus  and  the  related  Prospectus
Supplement(s), will be validly issued, fully paid and non-assessable.

We are also of the opinion that when the  Certificates  are then issued and sold
as contemplated by the  Registration  Statement,  the Prospectus and the related
Prospectus Supplement(s) and the Indenture, which is governed by the laws of the
state  of  Minnesota,   the  Certificates  will  constitute  valid  and  binding
obligations of the Company.



American Church Mortgage Company

March 30, 2009

Page 2

The foregoing opinions are subject to: (i) the effect of bankruptcy, insolvency,
reorganization,  fraudulent conveyance,  moratorium or other similar laws now or
hereafter  in effect  relating  to or  affecting  the  rights  and  remedies  of
creditors; (ii) general principles of equity (whether considered in a proceeding
in equity or at law); and (iii) the unenforceability under certain circumstances
under law or court decisions of provisions providing for the indemnification of,
or   contribution   to,  a  party  with  respect  to  a  liability   where  such
indemnification  or  contribution  is contrary to public  policy.  We express no
opinion  concerning the  enforceability of any waiver of rights or defenses with
respect to stay, extension or usury laws, and we express no opinion with respect
to whether acceleration of the Certificates may affect the collectibility of any
portion of the stated  principal  amount  thereof  which might be  determined to
constitute unearned interest thereon.

We assume for  purposes  of this  opinion  that the  Company  will  remain  duly
organized, validly existing and in good standing under Minnesota law.

To the extent that the  obligations  of the Company  under an  Indenture  may be
dependent  thereon,  we assume for purposes of this opinion that such  Indenture
has been duly executed and  delivered by the Company,  that the Trustee for each
Indenture is duly  organized,  validly  existing and in good standing  under the
laws of its jurisdiction of organization;  that the Trustee is duly qualified to
engage in the  activities  contemplated  by the applicable  Indenture;  that the
applicable  Indenture  has been duly  authorized,  executed and delivered by the
Trustee and constitutes a legally valid,  binding and enforceable  obligation of
the Trustee,  enforceable against the Trustee in accordance with its terms; that
the Trustee is in  compliance,  generally  and with respect to acting as Trustee
under the applicable  Indenture,  with all applicable laws and regulations;  and
that the Trustee has the requisite  organizational and legal power and authority
to perform its obligations under the applicable Indenture.

We  consent  to the  use of  this  opinion  as an  exhibit  to the  Registration
Statement and to the reference to our name under the heading "LEGAL  MATTERS" in
the  Prospectus.  In giving such  consent,  we do not hereby  admit that we come
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
promulgated under the Act.

Very truly yours,

WINTHROP & WEINSTINE, P.A.


/s/ Winthrop & Weinstine, P.A.

A Shareholder