1 EXHIBIT 5.1 June 11, 1996 Boyds Wheels, Inc. 8380 Cerritos Avenue Stanton, California 90680 Gentlemen: At your request, we have examined the form of Registration Statement on Form SB-2 (the "Registration Statement") which has been filed by Boyds Wheels, Inc. (the "Company") with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act") for the purpose of registering the sale of 1,380,000 shares of Common Stock of the Company, and the issuance by the Company of warrants for the purchase of 68,000 shares of Common Stock (the "Representatives' Warrants") to the representatives of the several underwriters in such offering. We are familiar with the proceedings taken and proposed to be taken in connection with the issuance and sale of the securities in the manner set forth in the Registration Statement. Subject to completion of the proceeds contemplated in connection with the foregoing matters, we are of the opinion that: (i) all of the Common Stock to be sold pursuant to the Registration Statement has been duly authorized and, when issued and sold in the manner set forth in the Registration Statement will, upon such issuance and sale, be validly and legally issued, fully paid and nonassessable; and (ii) the Representative's Warrants have been duly authorized and, when issued, will constitute the valid and binding obligations of the Company, and the securities issuable upon exercise of such warrants will, when so issued and the exercise price therefor is received by the Company, be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, or any amendment thereto, and to the use of our name under the caption "Legal Matters" in the Registration Statement. Respectfully submitted, /s/ Rutan & Tucker, LLP.