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                                                                       EXHIBIT 5




                  [LAW OFFICES OF O'CONNOR CAVANAGH letterhead]

July ____, 1999

goracing.com, inc.
4707 East Baseline Road
Phoenix, Arizona 85040

                  RE:      REGISTRATION STATEMENT ON FORM S-1
                           goracing.com, inc.


Ladies and Gentlemen:

                  As legal counsel to goracing.com, inc., a Delaware corporation
(the "Company"), we have assisted in the preparation of the Company's
Registration Statement on Form S-1 (the "Registration Statement"), to be filed
with the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, of shares of common stock 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 Certificate of Incorporation of the Company, as
                           amended to date;

                  B.       The Bylaws of the Company;

                  C.       The Registration Statement; and

                  D.       The resolutions of the Board of Directors of the
                           Company 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
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goracing.com, inc.
July ____, 1999



been duly executed and delivered, and (c) the Shares have been duly issued,
authenticated, paid for, sold, and delivered, by the Company 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.

                  Please be advised that we are members of the State Bar of
Arizona, and our opinion is limited to the legality of matters under federal
securities laws and the General Corporation Laws of the State of Delaware.
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 and in any registration statement filed pursuant to
Rule 462(b) under the Securities Act of 1933 for this same offering, the
inclusion of this opinion as an exhibit to the Registration Statement and the
incorporation by reference into any such additional 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.