[PARKER CHAPIN FLATTAU & KLIMPL, LLP
                                  [LETTERHEAD]



                                               October 15, 1997


Motorcar Parts & Accessories, Inc.
2727 Maricopa Street
Torrance, California 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 45,000 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 either have been, or may from time to time be, granted
by the Company under its 1994  Non-Employee  Director  Stock Option Plan and its
1996 Stock Option Plan (the "Plans").

           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  Plans 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