PARKER CHAPIN FLATTAU & KLIMPL, LLP
                                  [LETTERHEAD]

                                December 20, 1996



Motorcar Parts & Accessories, Inc.
2727 Maricopa Street
Torrance, CA 90503

Gentlemen:

           We have acted as counsel to Motorcar Parts & Accessories, Inc., a New
York corporation (the "Company"), in connection with a Registration Statement on
Form S-8 (the  "Registration  Statement")  being filed with the  Securities  and
Exchange  Commission under the Securities Act of 1933,  relating to the offering
of an additional  270,000 shares (the "Shares") of Common Stock,  $.01 par value
per share,  to certain  employees,  consultants  and  directors  of the  Company
issuable  upon exercise of options which may from time to time be granted by the
Company under its 1994 Stock Option Plan (the "Plan").

           In  connection  with the  foregoing,  we have  examined  originals or
copies  satisfactory  to us,  of all  such  corporate  records  and of all  such
agreements,  certificates  and other  documents  as we have deemed  relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the  genuineness  of all  signatures,  the  authenticity  of all
documents  submitted to us as  originals  and the  conformity  with the original
documents of all documents  submitted to us as copies or  facsimiles.  As to any
facts material to such opinion,  we have, to the extent that relevant facts were
not independently  established by us, relied on certificates of public officials
and certificates of officers or other representatives of the Company.

           Based upon and subject to the  foregoing,  we are of the opinion that
the Shares, when issued and paid for in accordance with the Plan and the options
upon exercise of which they become issuable,  will be validly issued, fully paid
and  non-assessable  (except for such liability as is provided in Section 630 of
the New York Business Corporation Law).

           We hereby  consent to the filing of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

/s/ PARKER CHAPIN FLATTAU & KLIMPL, LLP

PARKER CHAPIN FLATTAU & KLIMPL, LLP