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.