
                                    EXHIBIT 5
                                    ---------

                               The Law Offices of
             O'CONNOR, CAVANAGH, ANDERSON, KILLINGSWORTH & BESHEARS
                      One East Camelback Road, Suite 1100
                             Phoenix, Arizona 85012
                                                                  Robert S. Kant
                            Telephone: (602) 263-2400               602-263-2606
                               Fax: (602) 263-2900                

                                  March 6, 1997




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 March 7, 1997 under the  Securities  Act of 1933, as amended,  covering an
aggregate of 933,718  shares of the Company's  common stock,  par value $.01 per
share (the "Common  Stock") that 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").

                  With respect to the opinion 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 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, and (b) 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.
<PAGE>
Action Performance Companies, Inc.
March 6, 1997
Page 2


                  For purposes of our  opinion,  we have assumed (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 also 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,

                                             /s/ O'CONNOR, CAVANAGH, ANDERSON,
                                                 KILLINGSWORTH & BESHEARS, P.A.



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