Exhibit 5.1
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 | | | | Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com |
March 9, 2023
Board of Directors
Advance Auto Parts, Inc.
4200 Six Forks Road
Raleigh, North Carolina 27609
To the addressee referred to above:
We are acting as counsel to Advance Auto Parts, Inc., a Delaware corporation (the “Company”) and Advance Stores Company, Incorporated, a Virginia corporation (the “Guarantor”), in connection with the issuance pursuant to an Indenture, dated as of April 29, 2010, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 29, 2010 (as amended or supplemented as of the date hereof, the “Base Indenture”), as supplemented by a tenth supplemental indenture, dated as of the date hereof (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case, among the Company, the Guarantor and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), of $300,000,000 aggregate principal amount of the Company’s 5.900% Notes due 2026 and $300,000,000 aggregate principal amount of the Company’s 5.950% Notes due 2028 (together, the “Notes”), guaranteed as to payment of principal, premium, if any, and interest by the Guarantor (the “Guarantee” and, together with the Notes, the “Securities”), and the sale of the Securities pursuant to (i) an Underwriting Agreement, dated March 6, 2023 (the “Agreement”), among the Company, the Guarantor and J.P. Morgan Securities LLC, BofA Securities, Inc. and Truist Securities, Inc., as the representatives of the several underwriters named in Schedule 1 to the Agreement, (ii) a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 22, 2020 (File No. 333-248963) (the “Registration Statement”), (iii) a base prospectus contained in the Registration Statement (the “Base Prospectus”), and (iv) the final prospectus supplement, dated March 6, 2023, filed with the Commission pursuant to Rule 424(b) under the Securities Act (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
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