I like the layout and unit frames, except the portrait background. I don't even know why, just seems like it's from another game, maybe change ring color from golden.
Action bars textures are also alright, tho a bit flat.
Regarding main action bar, it's obviously up to you, but i'd say you do what you gotta do to make it functional in combat and then worry if it's pretty. People use WeakAuras and all that stuff to make important things more accessible.
but for example I use this separate 2x4 vertical combat-only bar next to target frame for situational short-medium cooldowns (6-60s), and buttons fade when the spell is on cooldown.
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Maybe that's relevant...