Exhibit 5.1
November 5, 2021
Asbury Automotive Group, Inc.
2905 Premiere Parkway NW
Suite 300
Duluth, Georgia 30097
Re: 3,795,000 Shares of Common Stock of Asbury Automotive Group, Inc.
Ladies and Gentlemen:
We are acting as counsel for Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), regarding the issuance and sale by the Company of 3,795,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), pursuant to the Underwriting Agreement, dated November 2, 2021 (the “Underwriting Agreement”), by and between the Company, J.P. Morgan Securities LLC and BofA Securities, Inc., acting as representatives of the several underwriters named in Schedule A thereto.
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares, when issued and delivered pursuant to the terms of the Underwriting Agreement against payment of the consideration therefor as provided in the Underwriting Agreement, will be validly issued, fully paid and nonassessable.
As to facts material to the opinion and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. The opinion expressed herein is limited to the General Corporation Law of the State of Delaware as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
