Exhibit 5

                     [Miles & Stockbridge P.C. Letterhead]

                                 August 24, 1999


Precision Auto Care, Inc.
748 Miller Drive, S.E.
Leesburg, Virginia  20175

                           RE: Precision Auto Care, Inc. 1999 Employee
                               Stock Option and Restricted Stock Plan

Ladies and Gentlemen:

         On behalf of our client, Precision Auto Care, Inc., we submit this
opinion to you in connection with the filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") on the date hereof. The Registration Statement registers 600,000
shares of the Common Stock of Precision Auto Care, Inc. (the "Corporation") for
use in connection with the Precision Auto Care, Inc. 1999 Employee Stock Option
and Restricted Stock Plan (the "Plan"). The Plan contemplates that the shares of
Common Stock subject to the Plan shall be reserved as authorized but unissued
shares. Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Registration Statement.


          As counsel to the Corporation, we have examined such corporate
records, certificates and other documents and have reviewed such questions of
law as we deemed necessary or appropriate for the purpose of this opinion.
Based upon that examination and review, we advise you that in our opinion:


        (i) the Corporation has been duly incorporated, is validly existing and
is in good standing under the laws of the Commonwealth of Virginia; and

        (ii) to the extent that the operation of the Plan results in the
issuance of the shares of Common Stock of the Corporation, such shares of Common
Stock have been duly and validly authorized and, when issued in accordance with
the terms set forth in the Registration Statement, will be legally issued, fully
paid and nonassessable.





     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our opinion in the Registration
Statement. In giving our consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
nor the rules and regulations of the Securities and Exchange Commission
thereunder.

                                                Very Truly yours,

                                                Miles & Stockbrige P.C.


                                                By: /s/ John B. Frisch
                                                   _____________________
                                                   Principal