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                                    EXHIBIT 5

                     [LETTERHEAD OF GREENBERG TRAURIG, LLP]



                                   May 8, 2002



Action Performance Companies, Inc.
4707 East Baseline Road
Phoenix, Arizona 85040

         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 May 10, 2002 in
connection with the registration under the Securities Act of 1933, as amended,
of 1,000,000 shares of the Company's common stock, par value $0.01 per share,
(the "Common Stock") issuable pursuant to the Company's 2000 Stock Option Plan
(the "Plan"). The shares of Common Stock issuable pursuant to the Plan are
referred to as 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, as amended
through the date hereof;

                  B. The First Amended and Restated Bylaws of the Company, as
amended through the date hereof;

                  C. Unanimous Written Consent in lieu of a Special Meeting of
the Board of Directors of the Company dated October 4, 2001, amending and
restating the Plan to incorporate amendments to the Plan which, among other
things, increased the number of shares of Common Stock issuable pursuant to the
Plan from the number of shares equal to 7% of the Company's issued shares of
Common Stock, up to a maximum of 2,000,000 shares, to the number of shares equal
to 13% of the Company's issued shares of Common Stock, up to a maximum of
3,000,000 shares;
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Action Performance Companies, Inc.
May 8, 2002
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                  D. Minutes of the March 4, 2002 Annual Meeting of Shareholders
of the Company, at which the shareholders approved the amendment 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.

                  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/ Greenberg Traurig, LLP



