
                               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

                                  June 6, 1997




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

                  Re:      Registration Statement on Form S-8
                           Action Performance Companies, Inc.

Gentlemen:

                  As legal  counsel to Action  Performance  Companies,  Inc., an
Arizona  corporation  (the "Company") we have assisted in the preparation of the
Company's Registration Statement on Form S-8 (the "Registration Statement"),  to
be filed with the Securities and Exchange Commission on or about June 6, 1997 in
connection with the  registration  under the Securities Act of 1933, as amended,
of 750,000  shares of Common  Stock,  par value $0.01 per share,  of the Company
(the "Shares")  issuable  pursuant to the Company's  Second Amended and Restated
1993 Stock Option Plan (the "Plan").  The facts, as we understand  them, are set
forth in the Registration Statement.

                  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, only of the following:

                  A. The First Amended and Restated Articles of Incorporation of
the  Company,  as filed with the  Secretary  of State of the State of Arizona on
February 28, 1996;

                  B. The First Amended and Restated Bylaws of the Company;

                  C.  Resolutions of the Board of Directors of the Company dated
September 4, 1996 and January 16,  1997,  adopting  the  amendments  to the Plan
increasing  the number of shares of Common Stock  issuable  pursuant to the Plan
from 2,000,000 to 2,750,000 shares;
<PAGE>
Action Performance Companies, Inc.
June 6, 1997
Page 2

                  D. Minutes of the April 3, 1997 Annual Meeting of Shareholders
of the Company, at which the shareholders approved the amendments to the Plan as
adopted by the Board of Directors; and

                  E. The Registration Statement.

                  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 the further  limitations and qualifications set forth
below,  it is our opinion  that the Shares,  when issued and sold in  accordance
with  the  terms  of  the  Plan,  will  be  validly   issued,   fully  paid  and
nonassessable.

                  Please  be  advised  that we are  members  of the State Bar of
Arizona, and our opinion is limited to the legality of matters under the 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,  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.

