<PAGE>   1
                                    EXHIBIT 5

                         [O'CONNOR CAVANAGH LETTERHEAD]

                               The Law Offices of
             O'Connor, Cavanagh, Anderson, Killingsworth & Beshears
                           A Professional Association


                                  July 14, 1999


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 July 15, 1999
in connection with the registration under the Securities Act of 1933, as
amended, of 500,000 shares of the Company's common stock, par value $0.01 per
share, (the "Common Stock") issuable pursuant to the Company's 1999 Employee
Stock Purchase 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 Amended and Restated Articles of Incorporation of the
Company, as filed with the Secretary of State of the State of Arizona, as
amended through the date hereof;

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

                  C. Resolutions of the Board of Directors of the Company dated
January 29, 1999, reserving the Shares for issuance pursuant to the Plan; and
<PAGE>   2
Action Performance Companies, Inc.
July 14, 1999
Page 2



                  D. 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.

                  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 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 & Beshears, P.A.

                                       2