[LETTERHEAD OF JAMES, DRIGGS, WALCH, SANTORO, JOHNSON, KEARNEY & THOMPSON]


TITAN MOTORCYCLE CO. OF AMERICA
2222 West Peoria Avenue
Phoenix, Arizona 85029

      Re: Issuance of Common Stock

Gentlemen:

     We have acted as special Nevada counsel to Titan Motorcycle Co. of America,
a Nevada  corporation  (the  "Company"),  in  connection  with its  Registration
Statement on Form S-3 (the "Registration  Statement") filed under the Securities
Act of 1933, as amended (the "1933 Act"),  relating to the  registration of, and
covering  the  resale of the  3,322,031  shares of Common  Stock  (the  Shares )
issuable upon exercise of (1) the Series A Convertible  Preferred  Stock,  $.001
par value  (the  Preferred  Stock ) and  Common  Stock  Purchase  Warrants  (the
Investor  Warrants  ) which  were  issued  to  Advantage  Fund II Ltd.  and Koch
Investment  Group  Limited  (the  Investors  )  pursuant  to those  two  certain
Subscription  Agreements,  dated as of September  15,  1999,  by and between the
Holders and the Company (the Subscription Agreements ), and (2) the Common Stock
Purchase  Warrants  (the  Reedland  Warrants  ), which were  issued to  Reedland
Capital  Partners  (  Reedland  ) and its  designees  pursuant  to that  certain
Engagement Letter between the Company and Reedland, dated August 20, 1999.

     In rendering  the opinions  set forth  herein,  we have limited our factual
inquiry to (i) reliance on a certificate  of the Secretary of the Company,  (ii)
reliance  on  the  facts  and  representations  contained  in  the  Registration
Statement,  including,  without limitation,  those relating to the number of the
Company's  Common Shares,  without par value,  which are  authorized,  issued or
reserved for issuance upon conversion or exercise of preferred shares,  warrants
and options,  and (iii) such documents,  corporate records and other instruments
as we have deemed necessary or appropriate as a basis for the opinions expressed
below, including,  without limitation,  a certificate issued by the Secretary of
State of the State of Nevada dated September 8, 1999, attesting to the corporate
existence  of the Company in the State of Nevada,  and  telephonic  verification
with such  Secretary  of State with  respect to the  Company's  continued  valid
existence as of the date hereof.

     In our examination,  we have assumed the genuineness of all signatures, the
authenticity  of all documents  submitted to us as originals,  the conformity to
original documents of all documents  submitted to us as certified or photostatic
copies,  and the authenticity of the originals of such copies.  In rendering the
opinion expressed below, we have assumed that the Shares (i) will conform in all
material  respects  to the  description  thereof  set forth in the  Registration
Statement,  (ii) were issued and delivered in  accordance  with the terms of the
Agreement,  and (iii) were issued pursuant to an exemption from the registration
requirements of the 1933 Act pursuant to Section 4(2) of the 1933 Act.

     Based  upon the  foregoing,  and  subject to the  qualifications  set forth
herein,  we are of the opinion that the Shares to be issued upon the exercise of
the Preferred  Stock,  Investor  Warrants,  and Reedland Warrant will be validly
issued, fully paid, and nonassessable.

     The foregoing  opinion is limited to the current internal laws of the State
of Nevada (without giving effect to any conflict of law principles thereof), and
we have not  considered,  and  express  no  opinion  on,  the laws of any  other
jurisdiction. This opinion is based on the laws in effect and facts in existence
on the date of this letter,  and we assume no obligation to revise or supplement
this letter should the law or facts, or both, change.

     This  opinion is intended  solely for the use of the Company in  connection
with the  registration  of the  Shares.  It may not be relied  upon by any other
person or for any other purpose,  or reproduced or filed publicly by any person,
without the written consent of James, Driggs, Walch, Santoro, Kearney, Johnson &
Thompson;  provided,  however,  that we  hereby  consent  to the  filing of this
opinion as Exhibit 5 to the  Registration  Statement  and to the  references  to
James,  Driggs,  Walch,  Santoro,  Kearney,  Johnson & Thompson contained in the
Registration Statement.

                                             Very truly yours,
                                             James, Driggs, Walch, Santoro,
                                             Johnson, Kearney & Thompson

                                             /s/ J. Douglas Driggs, Jr.

                                             J. Douglas Driggs, Jr.