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: jimdodrill@adelphia.net
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                               April 22, 2004

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 SB-2 (the "Registration Statement") under the
Securities Act of 1933, as amended, concerning registration of
615,000 shares of the Company's $.0001 par value common stock
(the "Common Stock") to be issued by the Company in exchange for
preferred stock or upon the exercise of certain outstanding warrants.

     I have examined the Certificate Of Incorporation, the
Bylaws of the Company and such other certificates, agreements,
documents and papers, and have made such other inquiries and
investigations of law as I have deemed appropriate and necessary
in order to express the opinion set forth in this letter. In
these examinations, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, photostatic, or conformed copies and the authenticity
of the originals of all such latter documents. In addition, as to
certain matters I have relied upon certificates and advice from
various state authorities and public officials, and have assumed
the accuracy of the material and the factual matters contained
herein.

     Subject to the foregoing and on the basis of the
aforementioned examinations and investigations, it is my opinion
that the shares of Common Stock, upon issuance by the company in
exchange for the preferred stock or upon the exercise of the warrants
will be legally issued and will constitute fully paid and non-assessable
shares of the Company's Common Stock.

     I hereby consent (a) to be named in the Registration
Statement and in the prospectus that constitutes a part of the
Registration Statement as acting as counsel in connection with
the offering, including with respect to the issuance of
securities offered in 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.
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                           By:  James G. Dodrill II, Esq.