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EXHIBIT NO. 5 & 23
                      TAYLOR AND ASSOCIATES
                 3090 East 3300 South, Suite 400
                    Salt Lake City, UT  84109


                                   January 31, 1997

Board of Directors
American Tire Corporation
446 West Lake Street
Ravenna, Ohio  44266

     Re: American Tire Corporation
         Registration Statement on Form S-8

Gentlemen:

     We have been retained by American Tire Corporation (the "Company") in
connection with the registration statement (the "Registration Statement") on
Form S-8 to be filed by the Company with the Securities and Exchange
Commission relating to the securities of the Company.  You have requested that
we render our opinion as to whether or not the securities proposed to be
issued on the terms set forth in the Registration Statement will be validly
issued, fully paid, and nonassessable.

     In connection with this request, we have examined the following:

     1.   Articles of Incorporation of the Company, and amendments thereto;
     2.   Bylaws of the Company;
     3.   Unanimous consent resolutions of the Company's board of directors;
     4.   The Registration Statement; and
     5.   The Company's 1997 Non-Qualified Stock Option Plan.

     We have examined such other corporate records and documents and have
made such other examinations as we have deemed relevant.

     Based on the above examination, we are of the opinion that the
securities of the Company to be issued pursuant to the Registration Statement
are validly authorized and, when issued in accordance with the terms set forth
in the Registration Statement, will be validly issued, fully paid, and
nonassessable under corporate laws of the state of Nevada. 

     This opinion is limited in scope to the shares to be issued pursuant to
the Registration Statement and does not cover subsequent issuance of shares to
be made in the future.  Such transactions are required to be included in
either a new registration statement or a post-effective amendment to the
Registration Statement, including updated opinions concerning the validity of
issuance of such shares.

     Further, we consent to our name, Taylor and Associates, being included
in the Registration Statement as having rendered the foregoing opinion and as
having represented the Company in connection with the Registration Statement.

                                   Sincerely,

                                   TAYLOR AND ASSOCIATES

                                   /S/Elliott N. Taylor
