
                                   EXHIBIT 5.0
                               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


                                  June 18, 1997


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

                  Re:      Registration Statement on Form S-3

Ladies and Gentlemen:

                  As legal  counsel to Action  Performance  Companies,  Inc., an
Arizona corporation (the "Company"), and the Selling Shareholders, as defined in
the  Registration   Statement,  as  defined  below,  we  have  assisted  in  the
preparation of the Company's  Registration  Statement on Form S-3 to be filed on
June 19, 1997, with the Securities and Exchange  Commission  (the  "Registration
Statement") pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the "Securities Act"), in connection with the registration under the Securities
Act of the shares of common  stock,  par value $.01 per  share,  of the  Company
covered  by  the  Registration  Statement  (the  "Shares").  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 Arizona Corporation Commission on February 28,
1996;

                   B. The Bylaws of the  Company,  as amended  through  the date
hereof;

                   C. The Registration Statement; and



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Action Performance Companies, Inc.
June 18, 1997
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                  D. The  Resolutions  of the Board of  Directors of the Company
dated May 16, 1997 and June 18, 1997  relating to the  approval of the filing of
the Registration Statement and the transactions in connection therewith.

                  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,  when (a) the  Registration  Statement  as then
amended  shall  have  been  declared  effective  by  the  Commission,   (b)  the
Underwriting Agreement shall have been duly executed and delivered,  and (c) the
Shares have been duly issued, executed,  authenticated,  delivered, paid for and
sold  by  the  Company  and  the  Selling   Shareholders  as  described  in  the
Registration Statement and in accordance with the provisions of the Underwriting
Agreement, the Shares will be validly issued, fully paid and nonassessable.

                  We have  assumed,  with  respect to the Shares  that are to be
sold by the Selling  Shareholders,  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.

                  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, and Beshears,
                                              a Professional Association



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