[LETTERHEAD]

                      PARKER CHAPIN FLATTAU & KLIMPL, LLP
                          1211 Avenue of the Americas
                            New York, New York 10036



                                 August 8, 1997



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

Gentlemen:

           We have acted as counsel to Motorcar Parts &  Accessories,  Inc. (the
"Company") in connection with the Post-Effective  Amendment No. 1 on Form S-3 to
the Registration Statement on Form SB-2 (Registration No. 33-74528) filed by the
Company  with  the  Securities  and  Exchange   Commission  (the   "Registration
Statement")  relating to 15,500 shares (the  "Shares") of the  Company's  Common
Stock, par value $.01 per share (the "Common  Stock"),  which may be issued upon
the exercise of underwriter's warrants (the "Underwriter's Warrants").

           In  connection  with the  foregoing,  we have  examined,  among other
things, the Registration Statement,  the Underwriter's Warrants and 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 documents  submitted to us as copies.  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,
oaths and declarations of officers or other representatives of the Company.

           Based upon the foregoing, we are of the opinion that the Shares, when
paid for and issued in accordance with the terms of the Underwriter's  Warrants,
will be legally issued, fully paid and non-assessable.








           We hereby  consent  to the use of our name under the  caption  "Legal
Matters" in the Prospectus constituting a part of the Registration Statement and
to the filing of a copy of this opinion as an exhibit thereto.



                                         Very truly yours,

                                         /s/ Parker Chapin Flattau & Klimpl, LLP

                                         PARKER CHAPIN FLATTAU & KLIMPL, LLP