
                          O'CONNOR, CAVANAGH, ANDERSON,
                         KILLINGSWORTH & BESHEARS, P.A.
                       One East Camelback Road, Suite 1100
                           Phoenix, Arizona 85012-1656
                             Telephone 602-263-2400
                             Facsimile 602-263-2900


                                                                 Robert S. Kant
                                                                   602-263-2606




                                  May 14, 1996



Action Performance Companies, Inc.
2401 West First Street
Tempe, Arizona  85281

        Re:    Registration Statement on Form S-3
               Action Performance Companies, Inc.

Gentlemen:

               We have acted as legal counsel to Action  Performance  Companies,
Inc.  (the  "Company"),  in  connection  with the  preparation  of the Company's
Registration Statement on Form S-3 (the "Registration  Statement"),  to be filed
with the Securities and Exchange  Commission (the  "Commission") on or about May
16, 1996 under the  Securities  Act of 1933, as amended,  covering (i) 1,000,000
shares of the  Company's  common  stock,  par value $.01 per share (the  "Common
Stock")  that may be issued by the  Company  upon  conversion  of the  Company's
currently  outstanding Class A Preferred Stock (as described in the Registration
Statement); and (ii) an aggregate of 300,000 shares of Common Stock which may be
sold from time to time by certain of the  Company's  shareholders  (the "Selling
Shareholders")  (all  such  shares  of  Common  Stock  collectively  called  the
"Shares").  All share  amounts  stated  herein have been adjusted to reflect the
two-for-one stock split to be effected as a stock dividend on May 28, 1996.

               With respect to the opinions  set forth below,  we have  examined
originals,  certified copies, or copies otherwise identified to our satisfaction
as being true copies,  of the  Registration  Statement and such other  corporate
records of the Company,  agreements and other  instruments,  and certificates of
public  officials  and officers of the Company as we have deemed  necessary as a
basis for the opinions  hereinafter  expressed.  As to various questions of fact
material to such opinions,  we have, where relevant facts were not independently
established, relied upon statements of officers of the Company.

               Subject to the assumptions  that (i) the documents and signatures
examined by us are genuine and  authentic,  and (ii) the persons  executing  the
documents examined by us have the legal capacity to execute such documents,  and
subject to such further  limitations and 
<PAGE>

Action Performance Companies, Inc.
May 14, 1996
Page 2

qualifications set forth below, it is our opinion that when (a) the Registration
Statement as then amended shall have been declared  effective by the Commission,
(b) the  shares  of the  Company's  Class A  Preferred  Stock are  converted  in
accordance  with their  terms,  and (c) the Shares have been sold by the Selling
Shareholders  as described  in the  Registration  Statement,  the Shares will be
validly issued, fully paid and non-assessable.

               We have  assumed,  with respect to the Shares that are to be sold
by the Selling Shareholders, (i) the payment by the Selling Shareholders (or the
prior holders thereof) of the full and sufficient consideration due from them to
the  Company  for such  Shares,  and (ii) the  Shares  have  been  duly  issued,
executed, and authenticated by the Company.

               For purposes of our opinion, we have assumed that the Company has
paid all taxes,  penalties and interest  which are due and owing to the State of
Arizona.

               We express no  opinion as to the  applicability  or effect of any
laws, orders or judgments of any state or other  jurisdiction other than federal
securities laws and the substantive laws of the State of Arizona.  Further,  our
opinion is based  solely  upon  existing  laws,  rules and  regulations,  and we
undertake no  obligation to advise you of any changes that may be brought to our
attention after the date hereof.

               We hereby  expressly  consent to any reference to our firm in the
Registration  Statement,  the  inclusion  of this  opinion  as an exhibit to the
Registration  Statement,  and to the  filing  of this  opinion  with  any  other
appropriate governmental agency.

                                Very truly yours,


                                O'Connor, Cavanagh, Anderson, Killingsworth &
                                Beshears, P.A.

RSK:sr
