Exhibit 16(c)-1


February 19, 2001

Board of Directors
Ugly Duckling, Inc.
2525 East Camelback Road
Suite 500
Phoenix, AZ 85016

Attn: Mr. Frank Willey
      Special Committee Chairman

Dear Mr. Willey:

You have requested our opinion as to the fairness, from a financial point of
view, to Ugly Duckling Corporation, a Delaware corporation (the "Company"), and
its shareholders of a transaction dated as of January 11, 2001 (the
"Transaction") between the Company and Verde Investments, Inc., an Arizona
corporation (the "Lender"). Verde Investments, Inc. is an entity controlled by
Mr. Ernest Garcia, the largest shareholder of the Company and Chairman of the
Board of Directors of the Company. Verde Investments, Inc. and/or Mr. Garcia
have entered into previous related party transactions with the Company as set
forth in the various public filings of the Company. The Transaction consists of
a term loan in the principal amount of seven million dollars ($7,000,000)
bearing annual interest at the rate of LIBOR plus six percent (6%) and warrants
(the "Warrant") to purchase up to 1,500,000 shares of common stock of the
Company at a per share exercise price of $4.50, subject to the terms and
conditions as set forth in Exhibit A. The Warrant provides for the purchase of:
(i) 500,000 shares of common stock on July 25, 2001; (ii) 250,000 shares of
common stock on October 25, 2001; (iii) 250,000 shares of common stock on
January 25, 2002; (iv) 250,000 shares of common stock on April 25, 2002; and (v)
250,000 shares of common stock on July 25, 2002 and includes an option that will
enable the Company to redeem any such outstanding warrants after July 25, 2006.
In addition, upon release of the Lender's seven million dollars ($7,000,000) in
cash collateral, the Lender has agreed to guarantee 33% of the aggregate
principal amount outstanding of a $35 million senior secured loan evidenced by
that certain Senior Secured Loan Agreement dated as of January 11, 2001 by and
among Ugly Duckling Corporation, The Lenders From Time to Time Party Hereto and
BNY Midwest Trust Company (the "SunAmerica Loan").

In arriving at our opinion, we have reviewed, among other things, (a) the
Transaction and related agreements thereto; (b) the Stock Pledge Agreement; (c)
the Subordination and Standstill Agreement; (d) the Consent and Subordination
Agreement; (e) the SunAmerica Loan; (f) the Annual Reports on Form 10-K of the
Company for the fiscal years ended December 31, 1998 - 1999; (g) certain interim
reports to stockholders and Quarterly

Ugly Duckling Corporation
February 19, 2001
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Reports on Form 10-Q of the Company; (h) certain other communications from the
Company to its stockholders; (i) certain internal financial analysis of the
Company prepared by the management of the Company, including financial
forecasts; and (j) the draft warrant agreement between the Company and the
Lender. We held discussions with certain members of the Company's senior
management during which management made certain representations regarding their
assessment of the strategic rationale for, and the potential benefits of, the
Transaction. We also reviewed with senior management the current business
operations, financial condition and future prospects of the Company.

We have assumed and relied upon the accuracy and completeness of all of the
financial and other information discussed or reviewed by us and assumed such
accuracy and completeness for purposes of rendering this opinion without
independent verification. In addition, we did not undertake an independent
evaluation or appraisal of the assets and liabilities, contingent or otherwise,
of the Company and we have not been furnished with any such evaluation or
appraisal. Our advisory services and the opinion expressed herein are provided
for the information and assistance of the Board of Directors of the Company in
connection with their consideration of the Transaction.

Roth Capital Partners, LLC ("RCP"), as part of its investment banking business,
is continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings, secondary
distributions of listed and unlisted securities, private placements and
valuations for estate, corporate and other purposes. RCP may provide investment
banking services to the Company in the future. RCP provides a full range of
financial advisory and securities services and, in the course of its normal
trading activities, may from time to time effect transactions and hold
securities of the Company for its own account and for the accounts of customers.

This opinion as to the fairness of the Transaction to the Company is necessarily
based on the market, economic and other conditions as they existed on, and could
be evaluated as of, the date of the Transaction. In our analysis and
determination of fairness, we have relied wherever possible upon information
actually available on the date of the Transaction. We have attempted to exclude
from consideration all information that became available subsequent to the date
of the Transaction. This opinion has been prepared solely for the use stated
above. The opinion may not be furnished to any other person without our written
permission, nor may it be relied upon by any other person.

The Transaction is comprised of two distinct components that we reviewed. The
first component being the debt instrument consisting of a $7,000,000 three (3)
year note bearing annual interest at the rate of LIBOR plus 6% and the second
being a Warrant component consisting of various tranches and subject to Company
redemption. The terms of the debt component, which is subordinate to all senior
debt including the SunAmerica Loan, are consistent with that of the $35 million
SunAmerica Loan. The Warrant component was analyzed using the Black Scholes
methodology, which is widely

Ugly Duckling Corporation
February 19, 2001
Page 3 of 3

accepted for valuing warrants and options. There are five key factors in the
methodology, four of which are directly observable. They are (i) the price of
the stock; (ii) the exercise price of the option; (iii) the risk-free interest
rate (the annualized, continuously compounded rate on a safe asset with the same
maturity as the option); and (iv) the time to maturity of the option. The only
unobservable factor is the volatility of the underlying stock price. We applied
the 90 and 200 day volatility's to value the Warrant that has a strike price of
$4.50 and an expiration of July 25, 2011. The risk-free interest rate was based
on the term of the Warrant. Our findings suggest the warrant value to be between
$5,034,819 to $5,720,477.

Further, our analysis considered the following circumstances:

(i)   the Transaction was a condition precedent to the SunAmerica Loan;

(ii)  the deteriorating condition of the debt market;

(iii) the personal guarantee of Mr. Garcia;

(iv)  the ability to re-finance the Transaction prior to July 25, 2001; and (v)
      upon successful re-financing prior to July 25, 2001, Warrant will not be
      issued.

The above factors weighed heavily in our assessment of the Transaction,
primarily the fact that the SunAmerica Loan required a $7,000,000 capital
infusion as a condition of closing. Further, management represented that the
SunAmerica Loan, and therefore the Transaction, provided the necessary capital
for the Company to continue to execute on its business strategy. In the event
that no such financing was obtained, the Company's financial condition most
likely would deteriorate.

We conclude that based upon the (i) credit risk associated with a subordinate
debt position in a highly leveraged entity, (ii) the personal guarantee which
extends for the life of the SunAmerica Loan, (iii) the current state of the
capital markets and (iv) the Company's ability to re-finance the Transaction
without penalty or dilution prior to July 25, 2001 that the potential return
associated with the Transaction is commensurate with risk.

Therefore, based upon the foregoing and other matters that we consider relevant,
it is our opinion that as of January 11, 2001 the Transaction is fair from a
financial point of view to the Company and its shareholders.


Sincerely,




Roth Capital Partners, LLC