May 25, 2016
Penske Automotive Group, Inc. 2555 Telegraph Road Bloomfield Hills, MI 48302
Re: Penske Automotive Group, Inc. Registration Statement on Form S-3
Ladies and Gentlemen:
I have acted as counsel to Penske Automotive Group, Inc., a Delaware corporation (“Penske Automotive”), in connection with the offer and sale of $500,000,000 aggregate principal amount of 5.500% Senior Subordinated Notes due 2026 (the “Notes”) of Penske Automotive as set forth in the Prospectus Supplement, dated May 11, 2016 (the “Prospectus Supplement”), as filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be guaranteed, jointly and severally (the “Guarantees”), by each of Penske Automotive’s subsidiaries that is party to the supplemental indenture referred to below (the “Subsidiary Guarantors”).
The Notes and Guarantees will be issued under the indenture, dated as of November 21, 2014, between Penske Automotive and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Base Indenture”), as supplemented by the Third Supplemental Indenture among Penske Automotive, the Subsidiary Guarantors and the Trustee, to be dated as of May 25, 2016 (the “Third Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
In connection with my opinion, I have examined: (a) the Prospectus Supplement; (b) the Company’s Certificate of Incorporation and By-Laws, each as amended to date; (c) the Indenture; (d) the form of the Notes; and (e) such other proceedings, documents and records as I have deemed necessary to enable me to render this opinion.
I have examined originals or copies certified or otherwise identified to my satisfaction of such documents, corporate records, certificates of public officials and other instruments as I have deemed necessary or appropriate for the purposes of this opinion. I have also conducted such investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of all documents submitted to me as copies. As to any facts material to this opinion that I did not independently establish or verify, I have, with your consent, relied upon the statements, certificates and representations of officers and other representatives of Penske Automotive and others, in each case, as I have deemed necessary or appropriate for the purposes of this opinion.
I am a member of the Bar of the State of New York and the Bar of the State of Michigan, and I have not considered, and I express no opinion as to, the laws of any jurisdiction other than the laws of the State of New York, the State of Michigan, the General Corporation Law of the State of Delaware (which includes the statutory provisions and all applicable provisions of the Delaware Constitution and the reported judicial cases interpreting those laws currently in effect), the federal laws of the United States of America, the corporate and limited liability company statutes listed on Schedule 1 hereto, the limited partnership statutes set forth on Schedule 1 hereto, and, the general partnership statutes set forth on Schedule 1 hereto and to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws, in each case as in effect on the date hereof (the “Relevant Laws”).
Based upon my examination of such documents and other matters I have deemed necessary or appropriate, I am of the opinion that:
(1) upon the due execution, authentication, issuance and delivery of the Notes, and the receipt of the consideration therefor set forth in the Prospectus Supplement, the Notes will be valid and binding obligations of Penske Automotive entitled to the benefits of the Indenture and enforceable against Penske Automotive in accordance with their terms; except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other comparable laws affecting the enforcement of creditors’ rights generally or the application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); and
(2) upon the due execution, authentication, issuance and delivery of the Notes, and the receipt of the consideration therefor set forth in the Prospectus Supplement, the Guarantees will be the valid and binding obligations of the Subsidiary Guarantors entitled to the benefits of the Indenture and enforceable against the Guarantors in accordance with their terms; except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other comparable laws affecting the enforcement of creditors’ rights generally or the application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the heading “Legal Matters” in the prospectus included in the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Very truly yours, | ||
| /s/ Shane M. Spradlin | ||
| SHANE M. SPRADLIN | ||
| GENERAL COUNSEL |
Schedule 1
Corporate and Limited Liability Company Statutes
Arizona Corporations and Associations Act
Arizona Limited Liability Company Act
Arkansas Business Corporation Act
California Corporations Code
Delaware Limited Liability Company Act
Florida Business Corporation Act
Georgia Business Corporation Code
Indiana Business Corporation Law
Indiana Business Flexibility Act
General Corporation Law of Nevada
New Jersey Business Corporation Act
New York Business Corporation Law
Ohio General Corporation Law
Ohio Revised Code Sections 1705.32 and 1705.29
Oklahoma Limited Liability Company Act
South Carolina Code of Laws, Article 5 of Chapter 8
Tennessee Code, Title 48
Texas Business Organizations Code
Limited Partnership Statutes
Florida Revised Uniform Limited Partnership Act
Texas Business Organizations Code
General Partnership Statutes
New Jersey Uniform Partnership Act (1996)