[LETTERHEAD]



February 27, 1997


                                                             File No:  11629-036
Keystone Automotive Industries, Inc.
700 East Bonita Avenue
Pomona, California 91767

          RE:  REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen:

          We have acted as special counsel for Keystone Automotive Industries,
Inc., a California corporation (the "Company"), in connection with the
preparation and filing by the Company of a Registration Statement on Form S-4,
as amended (File No. 333-18633), under the Securities Act of 1933, as amended,
relating to the proposed offering of 2,450,000 shares (the "Shares") of the
Company's Common Stock, no par value.

          In rendering the opinions contained herein, we have examined and
relied upon the originals or copies, certified or otherwise identified to our
satisfaction to be complete and accurate, of the following:

          1.   Amended and Restated Articles of Incorporation of the Company, as
amended to date;

          2.   Amended and Restated Bylaws of the Company, as amended to date;

          3.   The Registration Statement on Form S-4 (File No. 333-18633) of
the Company and Amendments No. 1, 2 and 3 thereto (collectively, the
"Registration Statement");

          4.   Records of proceedings of the Board of Directors of the Company
pertaining to the issuance of the Shares; and

          5.   The Agreement and Plan of Merger dated December 6, 1996, by and
among the Company, North Star Acquisition, Inc., North Star Plating Company and
Ronald G. Brown and Kim D. Wood (the "Merger Agreement").

          With respect to the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to the originals of all documents submitted to
us as copies.


Page 2


          In rendering the opinions expressed below, we have relied as to
certain factual matters on certificates executed by officers of the Company.
While we have no reason to believe that the officers executing such certificates
did not have personal knowledge of the matters contained therein or did not
accurately set out such knowledge in such certificates, we did not independently
verify the matters set forth in such certificates.  We have also obtained and
relied on certificates and other communications from governmental authorities as
to matters concerning the due incorporation, valid existence and good standing
of the Company.

          Based upon the the matters set forth herein, upon which our opinions 
are expressly conditioned, we are of the opinion that the issuance and sale 
of the Shares have been duly authorized and, when issued and delivered against
payment therefore as provided in the Merger Agreement, will be validly issued
by the Company, fully paid and nonassessable.

          We are members of the Bar of the State of California.  This opinion is
limited to the  current laws of the State of California and the United States of
America, to present judicial interpretations thereof and to facts as they
presently exist.  In rendering this opinion, we have no obligation to revise or
supplement it should the current laws of the State of California or the United
States of America be changed by legislative action, judicial decision or
otherwise.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference of this firm under the heading
"Legal Matters" in the Proxy Statement/Information Statement/Prospectus
constituting a part of the Registration Statement.

                              Respectfully submitted,

                              /s/ Manatt, Phelps & Phillips, LLP

                              Manatt, Phelps & Phillips, LLP