EXHIBIT 5
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                     [MILES & STOCKBRIDGE P.C. LETTERHEAD]

                                 June 9, 2000


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

Ladies and Gentlemen:

          This opinion is submitted in connection with the filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission on the date hereof.  The Registration
Statement registers 50,000 shares of Common Stock of Precision Auto Care, Inc.,
a Virginia corporation (the "Corporation") for use in connection with the
Precision Auto Care, Inc. 2000 Outside Directors' 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 documents 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) the Plan has been duly and validly authorized and adopted by
the Board of Directors of the Corporation, and that to the extent that the
operation of the Plan results in the issuance of 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 and conditions of the Plan, 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 thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules and regulations of the Securities and Exchange
Commission thereunder.

                                          Very truly yours,

                                          Miles & Stockbridge P.C.


                                          By: /s/ John B. Frisch
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                                              Principal

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