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                                                                       Exhibit 5


                                       December 22, 1997



Ugly Duckling Corporation
2525 East Camelback Road, Suite 1150
Phoenix, Arizona 85016


     Re:   Registration Statement on Form S-1


Ladies and Gentlemen:

     We have acted as counsel to Ugly Duckling Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the United States Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), of the Company's Registration Statement
on Form S-1 (the "Registration Statement"), relating to the registration of
5,000,000 shares of the Company's Common Stock, par value $.001 per share (the
"Distribution Shares"), 325,000 Common Stock Purchase Warrants (the "Warrants"),
and the shares of Common Stock underlying the Warrants (the "Underlying
Shares"). In arriving at the opinion expressed below, we have reviewed the
Registration Statement and the exhibits thereto. In addition, we have reviewed
the originals or copies certified or otherwise identified to our satisfaction,
of all such corporate records of the Company and such other instruments and
other certificates of public officials, officers and representatives of the
Company, and other persons, and we have made such investigation of law, as we
have deemed appropriate as a basis for the opinions expressed below. In
rendering the opinions expressed below, we have assumed (i) the genuineness of
signatures not witnessed, the authenticity of documents submitted as originals,
and the conformity to originals of documents submitted as copies, (ii) the legal
capacity of all natural persons executing the documents discussed herein, (iii)
that such documents accurately describe and contain the mutual understanding of
the parties and that there are no oral or written statements or agreements that
modify, amend, or vary or purport to modify, amend, or vary any of the terms of
such documents, (iv) that, as to documents executed by entities other than the
Company, that such entity had the power to enter into and perform its
obligations under such documents, and that such documents have been duly
authorized, executed, and delivered by, and are valid, binding upon, and
enforceable against, such entities, and (v) that the Distribution Shares,
Underlying Shares, and Warrants will conform in all material respects to the
description thereof set forth in the Registration Statement.

     Based upon the foregoing, we advise you that, in our opinion, when the
following events have occurred:

     (a)   The Registration Statement has become effective under the Securities
Act;
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Ugly Duckling Corporation
December 22, 1997
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     (b) The due authorization, execution, and delivery of the Warrant
Agreement pursuant to which the Warrants will be issued;

     (c) The due authorization, registration, and delivery of the certificate
or certificates evidencing the Distribution Shares, the Warrants, and the
Underlying Shares;

     (d) The Distribution Shares, Warrants, and Underlying Shares are issued
and sold and consideration has been received therefor in the manner specified
in the Registration Statement and the exhibits thereto; and

     (e) The compliance with all applicable contracts, agreements, and
instruments in respect of the issuance of the Distribution Shares, Warrants,
and Underlying Shares has occurred; then

          1. The Distribution Shares to be issued by you will be legally
issued, fully paid, and non-assessable.

          2. The Warrants to be issued by you will be legally issued and will
constitute the valid and binding obligation of the Company enforceable in
accordance with their terms, except as enforceability thereof may be limited by
(i) applicable bankruptcy, insolvency, reorganization, moratorium, or other
similar laws relating to or affecting the rights of creditors generally, (ii)
the application of general principles of equity (whether such enforceability is
considered in a proceeding in equity or at law), and (iii) the qualification
that certain waivers, procedures, remedies, and other provisions of the
Warrant Agreement and the Warrants may be unenforceable under or limited by the
law of the State of Arizona; however, such law does not, in our opinion,
substantially prevent the practical realization of the benefits intended by
such agreements. The Underlying Shares issuable upon exercise of the Warrants,
upon receipt by the Company of the consideration for such shares in accordance
with the terms thereof, will be legally issued, fully paid, and non-assessable.

     The foregoing opinions are limited to the federal law of the United States
of America, the laws of the State of Arizona, and the General Corporation Law
of the State of Delaware. We express no opinion as to the application of the
various state securities laws to the offer, sale, issuance, or delivery of the
Distribution Shares, Underlying Shares, and Warrants.

     We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.

                                           Very truly yours,

                                           SNELL & WILMER L.L.P.