The Law Office of James G. Dodrill II, P.A. 5800 Hamilton Way Boca Raton, Florida 33496 Tel. (561) 862-0529 Fax: (561) 862-0927 Email: jgd2pa@adelphia.net - -------------------------------------------------------------------------- June 13, 2005 Cycle Country Accessories Corp. 2188 Highway 86 Milford, Iowa 51351 Gentlemen and Ladies: At your request, I have acted as counsel for Cycle Country Accessories Corp., a Nevada corporation (the "Company"), in connection with preparation of the Company's Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended, concerning registration of 2,000,000 shares of the Company's $.0001 par value common stock (the "Common Stock") to be sold by certain selling shareholders of the Company, as identified in the Registration Statement. In connection with the rendering of this opinion, I have examined the originals or copies of such documents, corporate records, certificates of public officials and officers of the Company, and other instruments related to the authorization and issuance of the Common Stock, as I deemed relevant or necessary for the opinion expressed herein. Based upon the foregoing, it is my opinion that the shares of Common Stock to be sold by the selling shareholders will, when sold, be legally issued, fully paid, and non-assessable and that the Company has the power to, and has properly issued the Common Stock. I hereby consent (a) to be named in the "Legal Matters" section of the Registration Statement and the prospectus that constitutes a part of the Registration Statement (including any amendments thereto) as acting as counsel in connection with the offering; and (b) to the filing of this opinion as an exhibit to the Registration Statement. This opinion is to be used solely for the purpose of the registration of the Common Stock and may not be used for any other purpose. Sincerely, Law Office of James G. Dodrill II, PA /s/ James G. Dodrill II, Esq. ------------------------------ By: James G. Dodrill II, Esq.