
                                   EXHIBIT 5.0
                                   -----------
                           FORM OF OPINION OF COUNSEL

                               The Law Offices of
             O'CONNOR, CAVANAGH, ANDERSON, KILLINGSWORTH & BESHEARS
                       One East Camelback Road, Suite 1100
                             Phoenix, Arizona 85012

                            Telephone: (602) 263-2400
                               Fax: (602) 263-2900


                              ______________, 1997




Montgomery Securities
Advest, Inc.
Interstate/Johnson Lane Corporation
c/o Montgomery Securities
600 Montgomery Street
San Francisco, CA   94111

Ladies and Gentlemen:

                  We  have  acted  as  legal   counsel  to  Action   Performance
Companies,  Inc., an Arizona corporation (the "Company"), and as special counsel
to _________________________________  (the "Selling Shareholders"), with respect
to the  issuance  and sale by the Company of one million  five  hundred  seventy
thousand  (1,570,000)  shares of the Company's Common Stock, par value $0.01 per
share ("Common Stock") and with respect to the sale by the Selling  Shareholders
of three hundred  thirty  thousand  (330,000)  shares of Common  Stock,  and the
registration of such shares of Common Stock under the Securities Act of 1933, as
amended  (the  "Act")  with  the   Securities  and  Exchange   Commission   (the
"Commission"),  all as set forth in that certain Underwriting  Agreement,  dated
___________, 1997 (the "Underwriting Agreement"), by and among you, the Company,
and the  Selling  Shareholders.  The shares of Common  Stock to be issued by the
Company are hereinafter referred to as the "Company's Securities," the shares of
Common Stock to be sold by the Selling  Shareholders are hereinafter referred to
as the "Shareholders'  Securities," and the Company's  Securities  together with
the  Shareholders'  Securities are hereinafter  collectively  referred to as the
"Firm  Securities."  The Company also proposes to sell an additional two hundred
eighty  five  thousand   (285,000)   shares  of  Common  Stock  pursuant  to  an
overallotment  option granted to the Underwriters  (the "Option  Securities") as
set forth in the  Underwriting  Agreement.  The Firm  Securities  and the Option
Securities are hereinafter  collectively  referred to as the  "Securities."  The
issuance and sale, respectively, of the Securities is hereinafter referred to as
the  "Offering."  You have requested our opinion with respect to certain matters
pursuant to Sections ____ and ____ of the Underwriting Agreement.
<PAGE>
Montgomery Securities
_____________, 1997
Page 2



                  As  used  herein,  the  term  "Registration  Statement"  means
Registration  Statement  No.  333- 27485  (including  all  financial  statements
therein) when it became effective on ____________,  1997, under the Act, and the
term "Prospectus" means the Prospectus dated  __________________  filed with the
Commission   pursuant  to  Rule  424(b)(1)  and  Rule  430A  under  the  Act  on
____________ 1997 and included in the Registration  Statement.  Unless otherwise
defined  in this  Opinion,  all  capitalized  terms used  herein  shall have the
meanings given to them in the Underwriting Agreement.

                  For  purposes of this  Opinion,  we have  examined  originals,
certified  copies or copies  otherwise  identified  as being true  copies of the
following:

                  (a)      The Amended and Restated Articles of Incorporation of
                           the Company;

                  (b)      The Amended and Restated Bylaws of the Company;

                  (c)      The Corporate Minute Books of the Company;

                  (d)      The Underwriting Agreement;

                  (e)      Resolutions  of the Board of Directors of the Company
                           dated May 16, 1997;

                  (f)      Resolutions of the Pricing  Committee of the Board of
                           Directors dated ________, 1997;

                  (g)      The Power of Attorney dated _________________ and the
                           Custody Agreement dated __________________  signed by
                           the Selling  Shareholders (the "Power of Attorney and
                           Custody Agreement");

                  (h)      A  Certificate,  dated the date hereof,  of the Chief
                           Executive  Officer and the Chief Financial Officer of
                           the Company,  delivered  pursuant to Section _____ of
                           the    Underwriting    Agreement   (the    "Officers'
                           Certificate");

                  (i)      A Certificate of the Selling Shareholders,  delivered
                           pursuant  to  Section   _____  of  the   Underwriting
                           Agreement (the "Selling Shareholders' Certificate");

                  (j)      The Registration Statement and Prospectus;

                  (k)      A Certificate of Good Standing of the Company,  dated
                           ______________,   1997,   issued   by   the   Arizona
                           Corporation Commission;
<PAGE>
Montgomery Securities
_____________, 1997
Page 3



                  (l)      The letter or letters of Arthur  Andersen LLP, dated,
                           respectively,  the date of the Underwriting Agreement
                           and the Firm  Closing  Date,  delivered  pursuant  to
                           Section _____ of the Underwriting Agreement;

                  (m)      The  Opinion  of  Fried,  Frank,  Harris,  Shriver  &
                           Jacobson,  dated  ___________,  delivered pursuant to
                           Section ____ of the Underwriting Agreement;

                  (n)      Certificate   of  American  Stock  Transfer  &  Trust
                           Company,  the  Transfer  Agent and  Registrar,  dated
                           ______________, 1997;

                  (o)      Certificate   of  American  Stock  Transfer  &  Trust
                           Company, the Custodian, dated _____________;

                  (p)      Memorandum  dated  _________,  1997 with  respect  to
                           telephonic  confirmation  from the  Commission of the
                           effectiveness of the Registration  Statement and that
                           no stop orders have been issued (the "SEC Memo"); and

                  (q)      Cross  receipts from the  Underwriters,  the Company,
                           and the Selling Shareholders acknowledging receipt of
                           payment in full and receipt of the Securities.

                  In addition,  we have  examined  such  certificates  of public
officials, corporate documents and records and other certificates, documents and
instruments and have made such other inquiries as we have deemed  appropriate in
connection with the opinions set forth herein.  As to various  questions of fact
material  to our  opinions,  we have  relied  upon,  and  assumed  the truth and
accuracy of, the  representations and warranties of the Company contained in the
Underwriting Agreement, in the Officers' Certificate,  the Selling Shareholders'
Certificate,   the  Fried,  Frank,  Harris,  Shriver  &  Jacobson  opinion,  and
certificates  delivered to us, all of which  representations  and  warranties we
have assumed to be true and correct in all respects as of the date hereof.

                  We have assumed (i) the  genuineness  and  authenticity of all
documents  examined by us and all  signatures  thereon,  and the  conformity  to
originals  of all  copies  of  all  documents  examined  by us;  (ii)  that  the
execution,  delivery  and/or  acceptance of the  Underwriting  Agreement and the
Custody  Agreement  have  been  duly  authorized  by all  action,  corporate  or
otherwise,  necessary by the  Underwriters  and the  Custodian;  (iii) the legal
capacity of all natural persons  executing the Power of Attorney;  (iv) that the
Underwriters   and  the  Custodian   have   obtained  all  necessary   consents,
authorizations,  approvals, permits or certificates (governmental and otherwise)
that  are  required  as a  condition  to  the  execution  and  delivery  of  the
Underwriting  Agreement  and  Custody  Agreement,   respectively,   and  to  the
consummation  of the  transactions  contemplated  thereby  other  than  consents
required   by  the   Commission;   and  (v)  the  truth  and   accuracy  of  the
representations  and  warranties  of the  Selling  Shareholders  and the Company
contained in the Underwriting Agreement.
<PAGE>
Montgomery Securities
_____________, 1997
Page 4



                  Based upon and  subject to the  foregoing,  and to the further
limitations and qualifications set forth below, we are of the opinion that:

                  1. The Company has been  incorporated  and is validly existing
as a corporation  in good standing under the laws of the state of Arizona and is
duly  qualified  to transact  business as a foreign  corporation  and is in good
standing under the laws of all other  jurisdictions where it owns or leases real
property,  maintains an office or otherwise transacts business, except where the
failure to be so qualified does not amount to a material liability or disability
to the Company and its subsidiaries, taken as a whole;

                  2. The Company has the corporate power and authority to own or
lease its properties  and conduct its business as described in the  Registration
Statement  and the  Prospectus,  and the  Company  has the  corporate  power and
authority  to enter  into the  Underwriting  Agreement  and to carry out all the
terms and provisions thereof to be carried out by it;

                  3. The  issued  shares of capital  stock of the  subsidiaries,
except as described in the  Registration  Statement and the Prospectus,  are, to
our knowledge owned beneficially by the Company, free and clear of any perfected
security interests or, to our knowledge,  any other security  interests,  liens,
encumbrances,  equities  or claims and no options,  warrants or other  rights to
purchase,  agreements or other  obligations  to issue or other rights to convert
any obligations  into any shares of capital stock or ownership  interests in any
such subsidiary are outstanding;

                  4. The Company has an authorized  capitalization  as set forth
in the Prospectus;  the Securities to be sold by the Selling  Shareholders  have
been duly authorized and validly issued,  and are fully paid and  nonassessable;
the  Securities  to be issued by the Company  have been duly  authorized  by all
necessary  corporate action of the Company and, when issued and delivered to and
paid for by the  Underwriters  pursuant to the Underwriting  Agreement,  will be
validly  issued,  fully  paid  and  nonassessable;   the  certificates  for  the
Securities are in due and proper form; the Securities  have been duly authorized
for  quotation  on the  Nasdaq  National  Market;  except  as  described  in the
Registration  Statement and the Prospectus,  no holders of outstanding shares of
capital  stock of the Company are  entitled as such to any  preemptive  or other
rights to subscribe for or purchase any of the Securities; and to our knowledge,
except for the 330,000  shares of the  Shareholders'  Securities,  no holders of
securities of the Company are entitled to have such securities  registered under
the  Registration  Statement  or, by reason  of the  filing of the  Registration
Statement,  have the right to request the Company to register  their  securities
under  the Act,  except  as  described  in the  Registration  Statement  and the
Prospectus or except as such rights have been waived;

                  5. The statements set forth under the heading  "Description of
Securities" in the Prospectus,  insofar as such statements  purport to summarize
certain  provisions of the capital stock of the Company,  are accurate summaries
and fairly and correctly in all material respects present the information called
for with respect to such matters.
<PAGE>
Montgomery Securities
_____________, 1997
Page 5



                  6. The execution, delivery and performance of the Underwriting
Agreement  have been duly  authorized by all necessary  corporate  action of the
Company, the Underwriting  Agreement has been duly executed and delivered by the
Company  and  the  Underwriting   Agreement  constitutes  a  valid  and  binding
obligation of the Company,  enforceable  against the Company in accordance  with
its terms  (subject  to the  effect of  bankruptcy  and  other  laws of  general
application  affecting  the  rights and  remedies  of  creditors  and to general
principles  of equity,  and we express  no  opinion  as to the  availability  of
equitable  remedies or as to the  enforceability  of the  provisions  of Section
___of the Underwriting Agreement);

                  7. Other than as  disclosed in the  Registration  Statement or
Prospectus,  in the course of our engagement to represent the Company and any of
its subsidiaries  professionally,  we have not become aware of any pending legal
or governmental proceedings to which the Company or any of its subsidiaries is a
party or to which any  property of any of them is subject  that,  if  determined
adversely to the Company or any subsidiary, would have a material adverse effect
on the Company and its  subsidiaries  taken as a whole, nor have we become aware
of a threat of any such proceedings by governmental  authorities or others,  nor
are we aware  of any  contracts  or  documents  of a  character  required  to be
described  in the  Registration  Statement or the  Prospectus  or to be filed as
exhibits  to the  Registration  Statement  that are not  described  and filed as
required  (except  that we  express  no  belief,  comment  or  opinion as to the
financial statements,  notes or schedules or other financial or statistical data
or  information  in the  Registration  Statement  or the  Prospectus),  and such
contracts and documents as are summarized in the  Registration  Statement or the
Prospectus are fairly summarized in all respects;

                  8. The  compliance  by the Company with the  provisions of the
Underwriting   Agreement  and  the  consummation  of  the  transactions  therein
contemplated   do  not  (A)  require  the  consent,   approval,   authorization,
registration or qualification of or with any governmental authority, except such
as have been obtained and such as may be required under state securities or blue
sky laws or applicable regulations of the NASD or (B) conflict with or result in
a  material  breach  or  violation  of any of the terms  and  provisions  of, or
constitute a default under, (1) any indenture, mortgage, deed of trust, lease or
other  agreement or instrument,  known to us, to which the Company or any of its
subsidiaries  is a party or by which the Company or any of its  subsidiaries  or
any of their  respective  properties  are bound,  (2) the charter  documents  or
by-laws of the  Company or any of its  subsidiaries,  (3) any  statute,  rule or
regulation  or (4)  any  judgment,  decree  or  order  of  any  court  or  other
governmental  authority  or any  arbitrator  known to us and  applicable  to the
Company or any of its subsidiaries;

                  9. Other than as  described in the  Registration  Statement or
the Prospectus, in the course of our engagement to represent the Company and any
of its subsidiaries professionally, we have not become aware that any subsidiary
of the Company is currently prohibited,  directly or indirectly, from paying any
dividends  to  the  Company,   from  making  any  other   distribution  on  such
subsidiary's  capital stock,  from repaying to the Company any loans or advances
to  such  subsidiary  from  the  Company,  or  from  transferring  any  of  such
subsidiary's  property or assets to the Company or any other  subsidiary  of the
Company;
<PAGE>
Montgomery Securities
_____________, 1997
Page 6




                  10. Other than as disclosed in the  Registration  Statement or
the Prospectus, in the course of our engagement to represent the Company and any
of its subsidiaries professionally, we have not become aware that the Company or
any of its  subsidiaries  are in default,  or that any event has occurred  which
with the giving of notice or the lapse of time or both would  constitute  such a
default,  with  respect to any  statute,  order,  rule,  regulation,  indenture,
mortgage,  deed of  trust,  note  agreement  or other  agreement  or  instrument
certified  by the Company to us as  material  to the Company  (and we advise the
Representatives  that we are not  aware  of any  other  material  agreements  or
instruments  to which the  Company or any of its  subsidiaries  is a party or by
which any of them is bound) and where such default  would expose the Company and
its subsidiaries, taken as a whole, to substantial monetary damages or penalties
or would  otherwise  have a  material  adverse  effect  on the  Company  and its
subsidiaries, taken as a whole;

                  11. The Registration  Statement has become effective under the
Act;  any  required  filing of the  Prospectus  and any  Preliminary  Prospectus
pursuant  to Rule  424(b) has been made in the manner and within the time period
required by Rule 424(b);  and no stop order suspending the  effectiveness of the
Registration Statement or any post-effective  amendment thereto has been issued,
and to our best knowledge no proceedings  for that purpose have been  instituted
or threatened or are contemplated by the Commission;

                  12. The registration  statement  originally filed with respect
to the Securities and each amendment  thereto and the Prospectus  (not including
the financial  statements,  notes,  schedules or other financial and statistical
data or information contained therein, as to which we express no opinion), as of
its respective  effective or issue date, as applicable,  on its face complied as
to form in all material respects with the applicable requirements of the Act and
the Exchange Act and the  respective  rules and  regulations  of the  Commission
thereunder;

                  13. To our knowledge, the Selling Shareholders have full power
and authority to enter into the Underwriting  Agreement,  the Custody Agreement,
and the  Power-of-Attorney  and to sell,  transfer,  and  deliver  the number of
shares of the  Shareholders'  Securities being sold by the Selling  Shareholders
pursuant to the  Underwriting  Agreement in the manner  provided  therein and to
perform  their  obligations  under the  Custody  Agreement;  the  execution  and
delivery  of  the  Underwriting  Agreement,   the  Custody  Agreement,  and  the
Power-of-Attorney  have  been duly  authorized  by all  necessary  action of the
Selling Shareholders; the Underwriting Agreement, the Custody Agreement, and the
Power-of-Attorney   have  been  duly  executed  and  delivered  by  the  Selling
Shareholders;  assuming  due  authorization,   execution  and  delivery  by  the
Custodian, the Custody Agreement and the Power-of-Attorney are the legal, valid,
binding and  enforceable  instruments of such Selling  Shareholders,  subject to
applicable  bankruptcy,  insolvency and similar laws affecting creditors' rights
generally and subject,  as to  enforceability,  to general  principles of equity
(regardless  of whether  enforcement  is sought in a proceeding  in equity or at
law) provided,  however,  that we express no opinion as to the enforceability of
the provisions of Section ___ of the Underwriting Agreement;
<PAGE>
Montgomery Securities
_____________, 1997
Page 7



                  14. The  delivery by the Selling  Shareholders  to the several
Underwriters  of  certificates  for the  number of  shares of the  Shareholders'
Securities  being sold  pursuant to the  Underwriting  Agreement by such Selling
Shareholders against payment therefor as provided therein,  will convey good and
marketable title to such securities to the several Underwriters,  free and clear
of all  security  interests,  liens,  encumbrances,  equities,  claims  or other
defects, provided that the Shareholders' Securities were acquired by the several
Underwriters  for value in good faith and without  notice (within the meaning of
Section 8-302 of the Uniform  Commercial  Code) of any such security  interests,
liens, encumbrances, equities, claims or other defects; and

                  15. To our knowledge, the sale of the Shareholders' Securities
to the  Underwriters by the Selling  Shareholders  pursuant to the  Underwriting
Agreement,  the compliance by the Selling Shareholders with the other provisions
of the Underwriting Agreement and the Custody Agreement, and the consummation by
the Selling  Shareholders of the other transactions  therein contemplated do not
(A) require the consent, approval, authorization,  registration or qualification
of or with any government authority,  except such as have been obtained and such
as may be required under state  securities or blue sky laws or (B) conflict with
or result in a breach or violation of any of the terms and provisions of (1) any
statute, rule or regulation or (2) any judgment, decree or order of any court or
arbitrator,  in each  case  known to us,  which  is  applicable  to the  Selling
Shareholders.

                  In  connection  with the  opinions  expressed  in  paragraph 1
hereof, we have assumed that the Company has paid all taxes, fines,  jeopardy or
fraud  assessments  and interest due from it and payable to the State of Arizona
and all states in which it is qualified to conduct business.

                  In connection with the opinions  regarding  existence and good
standing  expressed  in  paragraph  1 hereof,  we have relied  exclusively  upon
Certificate of Good Standing issued by the Arizona Corporation Commission listed
in (k) above.

                  In  connection  with  certain  of the  opinions  expressed  in
paragraph 11 hereof, we have relied exclusively on the SEC Memo.

                  In connection with the opinion  expressed in paragraphs 13, 14
and  15  we  have   conducted   no   investigation   independent   of  obtaining
representations  from  the  Selling  Shareholders  nor  any  special  review  of
statutes, orders, rules, and regulations. Our opinion in paragraph 4 is based on
a  certificate  from the  Company  that full and  sufficient  consideration  was
received  by the  Company  for the  Shareholders'  Securities  from the  Selling
Shareholders (or prior holders thereof),  which certificate we have no reason to
believe is incorrect.  For purposes of the opinion expressed in paragraphs 4 and
14 we have assumed  that the  certificates  representing  the  Securities  to be
purchased by the Underwriters  from the Selling  Shareholders have been properly
countersigned  and registered by authorized  officers of the Company's  transfer
agent and registrar.
<PAGE>
Montgomery Securities
_____________, 1997
Page 8



                  On the  basis of our  review  of  certain  corporate  records,
documents,  and proceedings (in addition to the documents  listed as (a) through
(q)  above),  our  discussions  with  representatives  of the  Company  and  our
participation in conferences  with officers of the Company,  accountants for the
Company and you and your  representatives,  at which conferences the contents of
the  Registration   Statement  and  the  Prospectus  and  related  matters  were
discussed,  but without independent check or verification by us of the accuracy,
completeness  or  fairness  of the  statements  contained  in  the  Registration
Statement and the Prospectus, nothing has come to our attention that leads us to
believe  that the  Registration  Statement,  as of the time it became  effective
under the Act, the  Prospectus or any amendment or  supplement  thereto,  on the
date it was filed pursuant to Rule 424(b) and the Registration Statement and the
Prospectus,  or any  amendment  or  supplement  thereto,  as of the date hereof,
contained an untrue  statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading (except
that  we  express  no view  as to  financial  statements,  schedules  and  other
financial information included therein).

                  We express no opinion with respect to any  provision of any of
the agreements  within the scope of this Opinion that states that they are to be
governed by the law of a particular jurisdiction.  However, the Supreme Court of
Arizona has consistently ruled that where it is not bound by a previous decision
or by legislative enactment,  it will follow the rules of the Restatement of the
Law, including,  without limitation, the Restatements of Conflict of Laws. Smith
v. Normart, 51 Ariz. 134, 75 P.2d 38 (1938); Western Coal & Min. Co. v. Hilvert,
63 Ariz. 171, 160 P.2d 331 (1945);  Burr v. Renewal  Guaranty  Corp.,  105 Ariz.
549, 468 P.2d 576 (1970);  Cardon v. Cotton Lane Holdings,  Inc., 1992 WL 236550
(Ariz.);  Taylor v.  Security  National  Bank,  20 Ariz.  App. 504, 514 P.2d 257
(1973); and In re Levine, 145 Ariz. 185, 700 P.2d 883 (Ariz. App. 1985). Section
187 of the Restatement  (Second) Conflict of Laws provides that the parties to a
contract  may  stipulate  their  choice of law to govern a contract and that the
laws of the state chosen will be applied unless (i) the particular  issue is one
that the  parties  could not have  resolved by an  explicit  provision  in their
agreement directed to that issue and (ii) either:

                  (a)      The chosen state has no substantial  relationship  to
                  the  parties  or  the   transaction  and  there  is  no  other
                  reasonable basis for the parties' choice; or

                  (b)      Application  of the law of the chosen  state would be
                  contrary  to a  fundamental  policy  of a  state  that  has  a
                  materially  greater  interest  than  the  chosen  state in the
                  determination of the particular issue and that, under the rule
                  of Section 188 of the Restatement  (Second)  Conflict of Laws,
                  would  be a  state  of  applicable  law in the  absence  of an
                  effective choice of law by the parties.

                  For purposes of this  Opinion,  the phrase  "knowledge"  shall
mean  the  conscious   awareness  of  information  by  any  Primary  Lawyer,  as
hereinafter  defined,  without undertaking any other  investigation  within this
Firm.  The term  "Primary  Lawyer"  means each lawyer in this Firm who has given
substantive  legal attention to representation of the Company in connection with
the Offering.
<PAGE>
                  In   addition,   we  have  made  no   independent   review  or
investigation  of, and we express no opinion as to the  applicability  or effect
of, any securities laws or blue sky laws of any state.

                  We are qualified to practice law in the State of Arizona,  and
we do not purport to be experts on, or to express  any opinion  concerning,  any
law other  than the  substantive  law of the State of  Arizona  and the  federal
securities laws.

                  This  Opinion  is based  solely  upon the law in effect on the
date hereof, and we undertake no obligation to revise or supplement this opinion
should  such law be  changed  by a  legislative  action,  judicial  decision  or
otherwise.

                  You may rely on this  Opinion for  purposes  of  engaging  the
transactions   contemplated  by  the  Underwriting  Agreement.  Our  opinion  is
furnished to you solely for your benefit and only with respect to the  Offering.
Accordingly, it may not be used, circulated, quoted, filed publicly, referred to
or relied upon by any other person or entity or for any other  purpose,  without
our prior written consent.

                                        Very truly yours,
