Exhibit 5.2
AutoNation, Inc.
200 SW 1st Avenue
Fort Lauderdale, FL 33301
February 22, 2019
AutoNation, Inc.
200 SW 1st Avenue
Fort Lauderdale, FL 33301
| Re: | AutoNation, Inc. |
Registration Statement on FormS-3
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and Corporate Secretary of AutoNation, Inc., a Delaware corporation (the “Company”), and in such capacity have acted as counsel to the Company and the Subsidiary Guarantors (as defined below) in connection with the registration statement on FormS-3 (the “Registration Statement”), to be filed on the date hereof by the Company and the Subsidiary Guarantors (as defined below) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates to, among other things, the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act (the “Rules and Regulations”), of guarantees of debt securities of the Company, which may be issued in one or more series (the “Debt Securities”), by subsidiaries of the Company (the “Subsidiary Guarantees”), including Subsidiary Guarantees by the subsidiaries of the Company listed on Schedule I hereto (the “Subsidiary Guarantors”). Any Debt Securities are to be issued pursuant to the Indenture, dated as of April 14, 2010, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), which is incorporated by reference as an exhibit to the Registration Statement (the “Indenture”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of RegulationS-K under the Securities Act.
In rendering the opinion stated herein, I have examined and relied upon the following: (i) the Registration Statement; (ii) the Indenture; (iii) the applicable certificate or articles of incorporation and bylaws, certificate of formation, limited liability company agreement or limited partnership agreement, as applicable, of each Subsidiary Guarantor, in each case as amended to date; (iv) copies of certain resolutions of the directors, managers, general partners, stockholders and/or members, as applicable, of each of the Subsidiary Guarantors, dated February 21, 2019; and (v) copies of certain resolutions of the Board of Directors of the Company, adopted on February 15, 2019.
I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and the Subsidiary Guarantors and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and the Subsidiary Guarantors and others and such other documents as I have deemed necessary or appropriate as a basis for the opinion stated below.
In my examination, I have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making my examination of executed documents, I have assumed (i) that the parties thereto, other than the Company and the Subsidiary Guarantors, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and (ii) the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. I have assumed that any Debt Securities that may be issued will be issued in a form that complies with the Indenture and any supplemental indenture to be entered into in connection with the issuance of such Debt Securities and will be manually signed or countersigned, as the case may be, by a duly authorized officer of the Trustee. I have also assumed that the Subsidiary Guarantors have been duly organized and are and will continue to be validly existing in good standing, and have and will continue to have the requisite legal status and legal capacity under the laws of their respective jurisdictions of organization and that the Subsidiary Guarantors have complied and will comply with all aspects of the laws of all relevant jurisdictions (including the laws of their respective jurisdictions of organization) in connection with the transactions contemplated by the Indenture and the Registration Statement. In addition, I have also assumed that the terms of the Debt Securities and the Subsidiary Guarantees will have been established so as not to, and that the execution and delivery by the Company and the Subsidiary Guarantors of, and the performance of their obligations under, the Indenture, any supplemental indenture to be entered into in connection with the issuance of Debt Securities and the Subsidiary Guarantees will not, violate, conflict with or constitute a default under (1) any agreement or instrument to which the Company or any of the Subsidiary Guarantors is subject, (2) any law, rule or regulation to which the Company or any of the Subsidiary Guarantors is subject, (3) any judicial or regulatory order or decree of any governmental authority or (4) any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority. I have also assumed that the choice of New York law to govern the Indenture, any supplemental indentures thereto and the Subsidiary Guarantees is a valid and legal provision. As to any facts relevant to the opinion stated herein that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company, the Subsidiary Guarantors and others and of public officials.
I am a member of the Florida Bar and express no opinion as to the laws of any jurisdiction other than (i) the laws of the State of Florida, (ii) the corporate and limited liability company statutes listed on Schedule II hereto, (iii) the limited partnership statutes set forth on Schedule III hereto, (iv) the general partnership statutes set forth on Schedule IV hereto, and (v) 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 (all of the foregoing being referred to as “Opined on Law”). The Debt Securities and Subsidiary Guarantees may be issued from time to time on a
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delayed or continuous basis, and this opinion is limited to the laws, including the Rules and Regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect. I do not express any opinion as to the effect of any law (other than Opined on Law) on the opinions stated herein. Insofar as the opinion expressed herein relates to matters governed by laws other than Opined on Law, I have assumed, without having made any independent investigation, that such laws do not affect the opinion set forth herein.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, it is my opinion that:
With respect to any Subsidiary Guarantee to be offered by any Subsidiary Guarantor of Debt Securities to be offered by the Company pursuant to the Registration Statement (the “Offered Subsidiary Guarantee”), when (a) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act and the Indenture and any supplemental indenture related to such Offered Subsidiary Guarantee has been qualified under the Trust Indenture Act of 1939, as amended; (b) an appropriate prospectus supplement or term sheet with respect to the Offered Subsidiary Guarantee has been prepared, delivered and filed in compliance with the Securities Act and the applicable Rules and Regulations; (c) if the Offered Subsidiary Guarantee is to be issued pursuant to a firm commitment underwritten offering, an underwriting agreement with respect to the Offered Subsidiary Guarantee has been duly authorized, executed and delivered by such Subsidiary Guarantor and the other parties thereto; (d) all necessary entity action, including any required action by such Subsidiary Guarantor’s board of directors or managers, or any authorized committee thereof, or by such Subsidiary Guarantor’s members, as applicable, or by appropriate officers of such Subsidiary Guarantors, or other action has been taken by such Subsidiary Guarantor to approve the issuance and terms of the Offered Subsidiary Guarantee and related matters; (e) the Indenture and any supplemental indenture in respect of such Offered Subsidiary Guarantee have been duly authorized, executed and delivered by each party thereto; (f) the terms of the Offered Subsidiary Guarantee and of its issuance and sale have been duly established in conformity with the Indenture and any supplemental indenture to be entered into in connection with the issuance of such Offered Subsidiary Guarantee so as not to violate any applicable law, the applicable certificate or articles of incorporation (as then in effect) and bylaws (as then in effect), certificate of formation (as then in effect), limited liability company agreement (as then in effect) or limited partnership agreement (as then in effect), as applicable, of each Subsidiary Guarantor or result in a default under or breach of any agreement or instrument binding upon a Subsidiary Guarantor, and so as to comply with any requirement or restriction imposed by any court or governmental authority having jurisdiction over the Subsidiary Guarantors or the Trustee; and (g) the Offered Subsidiary Guarantee has been issued in a form that complies with the Indenture and any supplemental indenture and has been duly executed, delivered and countersigned in accordance with the provisions of the Indenture and any supplemental indenture to be entered into in connection with the issuance of such Offered Subsidiary Guarantee and duly issued in accordance with the Indenture, any supplemental indenture to be entered into in connection with the issuance of such Offered Subsidiary Guarantee and the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and binding purchase or agency agreement, the Offered Subsidiary Guarantee will be a valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its respective terms, except to the extent that
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enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference or other similar laws now or hereafter in effect affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is sought in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain remedies, (iv) waivers of any usury defense contained in the Indenture, any supplemental indenture or Offered Subsidiary Guarantee that may be unenforceable, (v) requirements that a claim with respect to any Offered Subsidiary Guarantee of any series of Debt Securities denominated in a currency, currency unit or composite currency other than United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (vi) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies, currency units or composite currencies.
I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. I also hereby consent to the use of my name under the heading “Legal Matters” 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. This opinion is expressed as of the date hereof unless otherwise expressly stated, and I disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent change in applicable laws.
| Very truly yours, |
| /s/ C. Coleman G. Edmunds |
| C. Coleman G. Edmunds |
| Executive Vice President, General Counsel and Corporate Secretary of AutoNation, Inc. |
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Schedule I
Guarantors
7 Rod Real Estate North, A Limited Liability Company 7 Rod Real Estate South, A Limited Liability Company |
| Abraham Chevrolet-Miami, Inc. |
| Abraham Chevrolet-Tampa, Inc. |
| ACER Fiduciary, Inc. |
| ACP Auto Parts, LLC |
| ACP Holding Corp. |
| ALF-L Motors, LLC |
| AL Fort Payne Motors, LLC |
| Albert Berry Motors, Inc. |
| Allen Samuels Chevrolet of Corpus Christi, Inc. |
| Allen Samuels Chevrolet of Waco, Inc. |
| Allison Bavarian |
| Allison Bavarian Holding, LLC |
| All-State Rent A Car, Inc. |
| American Way Motors, Inc. |
| AN AutoParts, Inc. |
| AN Cadillac of WPB, LLC |
| AN Central Region Management, LLC |
| AN Chevrolet - Arrowhead, Inc. |
| AN CJ Valencia, Inc. |
| AN Collision Center FTL South, Inc. |
| AN Collision Center of Addison, Inc. |
| AN Collision Center of Las Vegas, Inc. |
| AN Collision Center of North Houston, Inc. |
| AN Collision Center of Sarasota, Inc. |
| AN Collision Center of Tempe, Inc. |
| AN Corporate Management Payroll Corp. |
| AN Corpus Christi GP, LLC |
| AN Corpus Christi Imports Adv. GP, LLC |
| AN Corpus Christi Imports Adv., LP |
| AN Corpus Christi Imports GP, LLC |
| AN Corpus Christi Imports II GP, LLC |
| AN Corpus Christi Imports II, LP |
| AN Corpus Christi Imports, LP |
| AN Corpus Christi Motors, Inc. |
| AN Corpus Christi T. Imports GP, LLC |
| AN Corpus Christi T. Imports, LP |
| AN County Line Ford, Inc. |
| AN Dealership Holding Corp. |
| AN F. Imports of Atlanta, LLC |
| AN F. Imports of Hawthorne Holding, LLC |
| AN F. Imports of Hawthorne, LLC |
| AN F. Imports of North Denver, LLC |
| AN F. Imports of North Phoenix, Inc. |
| AN F. Imports of Roseville Holding, LLC |
| AN F. Imports of Roseville, Inc. |
| AN Fort Myers Imports, LLC |
| AN Fremont Luxury Imports, Inc. |
| AN H. Imports of Atlanta, LLC |
| AN Imports of Ft. Lauderdale, Inc. |
| AN Imports of Seattle, Inc. |
| AN Imports of Spokane, Inc. |
| AN Imports of Stevens Creek Holding, LLC |
| AN Imports of Stevens Creek, Inc. |
| AN Imports on Weston Road, Inc. |
| AN Luxury Imports GP, LLC |
| AN Luxury Imports Holding, LLC |
| AN Luxury Imports of Coconut Creek, Inc. |
| AN Luxury Imports of Marietta, LLC |
| AN Luxury Imports of Palm Beach, Inc. |
| AN Luxury Imports of Pembroke Pines, Inc. |
| AN Luxury Imports of Phoenix, Inc. |
| AN Luxury Imports of San Diego, Inc. |
| AN Luxury Imports of Sanford, LLC |
| AN Luxury Imports of Sarasota, Inc. |
| AN Luxury Imports of Spokane, Inc. |
| AN Luxury Imports of Tucson, Inc. |
| AN Luxury Imports, Ltd. |
| AN Motors of Brooksville, Inc. |
| AN Motors of Dallas, Inc. |
| AN Motors of Delray Beach, Inc. |
| AN Motors of Ft. Lauderdale, Inc. |
| AN Motors of Memphis, Inc. |
| AN Motors of Pembroke, LLC |
| AN Motors of Scottsdale, LLC |
| AN Motors on Federal Highway, LLC |
| AN Motors on South Padre, LP |
| AN North Phoenix Collision, Inc. |
| AN Pontiac GMC Houston North GP, LLC |
| AN Pontiac GMC Houston North, LP |
| AN San Jose Luxury Imports Holdings, LLC |
| AN San Jose Luxury Imports, Inc. |
| AN Seattle Motors, Inc. |
| AN Subaru Motors, Inc. |
| AN T. Imports of Atlanta, LLC |
| AN Texas Region Management, Ltd. |
| AN Tucson Imports, LLC |
| AN Valencia Auto Imports, Inc. |
| AN Western Region Management, LLC |
| AN/CF Acquisition Corp. |
| AN/KPBG Motors, Inc. |
| AN/MF Acquisition Corp. |
| AN/MNI Acquisition Corp. |
| AN/PF Acquisition Corp. |
| ANUSA Holding, LLC |
| Appleway Chevrolet, Inc. |
| ASE Motors Holding Corp. |
| Auto Car Holding, LLC |
| Auto Car, Inc. |
| Auto Company2016-13, Inc. |
| Auto Company2016-15, Inc. |
| Auto Company2016-16, Inc. |
| Auto Company2016-17, Inc. |
| Auto Company2016-18, Inc. |
| Auto Company2016-19, Inc. |
| Auto Company2016-20, Inc. |
| Auto Company2017-01, Inc. |
| Auto Company2017-02, Inc. |
| Auto Company2017-03, Inc. |
| Auto Company2017-04, Inc. |
| Auto Company2017-05, Inc. |
| Auto Company2017-06, Inc. |
| Auto Company2017-07, Inc. |
| Auto Company2017-08, Inc. |
| Auto Company2017-09, Inc. |
| Auto Company2017-10, Inc. |
| Auto Company IX, Inc. |
| Auto Company VI, Inc. |
| Auto Company VII, Inc. |
| Auto Company VIII, Inc. |
| Auto Company XI, Inc. |
| Auto Company XII, Inc. |
| Auto Company XIII, Inc. |
| Auto Company XIV, Inc. |
| Auto Company XIX, Inc. |
| Auto Company XVII, Inc. |
| Auto Company XXI, Inc. |
| Auto Company XXII, Inc. |
| Auto Company XXIII, Inc. |
| Auto Company XXV, Inc. |
| Auto Company XXVII, Inc. |
| Auto Company XXVIII, Inc. |
| Auto Dealership2016-1, LLC |
| Auto Dealership2016-10, LLC |
| Auto Dealership2016-2, LLC |
| Auto Dealership2016-4, LLC |
| Auto Dealership2016-5, LLC |
| Auto Dealership2016-6, LLC |
| Auto Dealership2016-7, LLC |
| Auto Dealership2016-9, LLC |
| Auto Dealership2017-01, LLC |
| Auto Dealership2017-03, LLC |
| Auto Dealership2017-04, LLC |
| Auto Dealership2017-05, LLC |
| Auto Dealership2017-06, LLC |
| Auto Dealership2017-07, LLC |
| Auto Dealership2017-08, LLC |
| Auto Dealership2017-09, LLC |
| Auto Dealership2017-10, LLC |
| Auto Dealership2017-11, LLC |
| Auto Dealership2017-12, LLC |
| Auto Dealership2017-13, LLC |
| Auto Dealership2017-14, LLC |
| Auto Dealership2017-15, LLC |
| Auto Dealership2017-16, LLC |
| Auto Dealership2017-17, LLC |
| Auto Dealership2017-18, LLC |
| Auto Dealership2017-19, LLC |
| Auto Dealership2017-20, LLC |
| Auto Dealership2017-21, LLC |
| Auto Dealership2017-22, LLC |
| Auto Dealership2017-23, LLC |
| Auto Dealership2017-24, LLC |
| Auto Dealership2017-25, LLC |
| Auto Dealership2017-26, LLC |
| Auto Dealership2017-27, LLC |
| Auto Dealership2017-28, LLC |
| Auto Dealership2017-29, LLC |
| Auto Dealership2017-30, LLC |
| Auto Dealership III, LLC |
| Auto Dealership IV, LLC |
| Auto Dealership IX, LLC |
| Auto Dealership V, LLC |
| Auto Dealership VI, LLC |
| Auto Dealership VII, LLC |
| Auto Dealership VIII, LLC |
| Auto Dealership X, LLC |
| Auto Dealership XXIII, LLC |
| Auto Holding, LLC |
| Auto Mission Holding, LLC |
| Auto Mission Ltd. |
| Auto Motors of Englewood, LLC |
| Auto TechLabs, Inc. |
| Auto West, Inc. |
| Autohaus Holdings, Inc. |
| AutoNation Benefits Company, Inc. |
| AutoNation Corporate Management, LLC |
| AutoNation Enterprises Incorporated |
| AutoNation Financial Services, LLC |
| AutoNation Fort Worth Motors, Ltd. |
| AutoNation GM GP, LLC |
| AutoNation Holding Corp. |
| AutoNation Imports of Katy GP, LLC |
| AutoNation Imports of Katy, L.P. |
| AutoNation Imports of Lithia Springs, LLC |
| AutoNation Imports of Longwood, Inc. |
| AutoNation Imports of Palm Beach, Inc. |
| AutoNation Imports of Winter Park, Inc. |
| AutoNation Motors Holding Corp. |
| AutoNation Motors of Lithia Springs, Inc. |
| AutoNation North Texas Management GP, LLC |
| AutoNation Orlando Venture Holdings, Inc. |
| AutoNation Realty Corporation |
| AutoNation Suite 101, Inc. |
| AutoNation USA of Perrine, Inc. |
| AutoNation V. Imports of Delray Beach, LLC |
| AutoNation.com, Inc. |
| Bankston Auto, Inc. |
| Bankston Chrysler Jeep of Frisco, L.P. |
| Bankston CJ GP, LLC |
| Bankston Ford of Frisco, Ltd. Co. |
| Bankston Nissan in Irving, Inc. |
| Bankston Nissan Lewisville GP, LLC |
| Bankston Nissan Lewisville, Ltd. |
| BargainRent-A-Car |
| Batfish, LLC |
| BBCSS, Inc. |
| Beach City Chevrolet Company, Inc. |
| Beach City Holding, LLC |
| Beacon Motors, Inc. |
| Bell Motors, LLC |
| Bellevue Automotive, Inc. |
| Bellevue Collision, Inc. |
| Bengal Motor Company, Ltd. |
| Bengal Motors, Inc. |
| Bethesda Luxury Imports, LLC |
| Bill Ayares Chevrolet, LLC |
| Bledsoe Dodge, LLC |
| Bob Townsend Ford, Inc. |
| Body Shop Holding Corp. |
| Brown & Brown Chevrolet - Superstition Springs, LLC |
| Brown & Brown Chevrolet, Inc. |
| Brown & Brown Nissan Mesa, L.L.C. |
| Brown & Brown Nissan, Inc. |
| Buena Park Luxury Imports, Inc. |
| Bull Motors, LLC |
| C. Garrett, Inc. |
| CA-CC Fremont, Inc. |
| Carlisle Motors, LLC |
| Carwell Holding, LLC |
| Carwell, LLC |
| Centennial Automotive, LLC |
| Centennial Collision, Inc. |
| Cerritos Body Works Holding, LLC |
| Cerritos Body Works, Inc. |
| Champion Chevrolet Holding, LLC |
| Champion Chevrolet, LLC |
| Champion Ford, Inc. |
| Chandler Collision, Inc. |
| Charlie Hillard, Inc. |
| Charlie Thomas Chevrolet GP, LLC |
| Charlie Thomas Chevrolet, Ltd. |
| Charlie Thomas Chrysler-Plymouth, Inc. |
| Charlie Thomas’ Courtesy Ford, Ltd. |
| Charlie Thomas’ Courtesy GP, LLC |
| Charlie Thomas Courtesy Leasing, Inc. |
| Charlie Thomas F. GP, LLC |
| Charlie Thomas Ford, Ltd. |
| Chesrown Auto, LLC |
| Chesrown Chevrolet, LLC |
| Chesrown Collision Center, Inc. |
| Chesrown Ford, Inc. |
| Chevrolet World, Inc. |
| Chuck Clancy Ford of Marietta, LLC |
| CJ Valencia Holding, LLC |
| Coastal Cadillac, Inc. |
| Consumer Car Care Corporation |
| Contemporary Cars, Inc. |
| Cook-Whitehead Ford, Inc. |
| Corporate Properties Holding, Inc. |
| Corpus Christi ANUSA, LLC |
| Corpus Christi Collision Center, Inc. |
| Costa Mesa Cars Holding, LLC |
| Costa Mesa Cars, Inc. |
| Courtesy Auto Group, Inc. |
| Courtesy Broadway, LLC |
| Covington Pike Motors, Inc. |
| CT Intercontinental GP, LLC |
| CT Intercontinental, Ltd. |
| CT Motors, Inc. |
| D/L Motor Company |
| Dealership Realty Corporation |
| Delray Luxury Imports, Inc. |
| DesertBuick-GMC Trucks, L.L.C. |
| Desert Chrysler-Plymouth, Inc. |
| Desert Dodge, Inc. |
| Desert GMC, L.L.C. |
| Dobbs Ford of Memphis, Inc. |
| Dobbs Ford, Inc. |
| Dobbs Mobile Bay, Inc. |
| Dobbs Motors of Arizona, Inc. |
| Don Mealey Chevrolet, Inc. |
| Don Mealey Imports, Inc. |
| Don-A-Vee Jeep Eagle, Inc. |
| Driver’s Mart Worldwide, Inc. |
| Eastern Region Management, LLC |
| Eastgate Ford, Inc. |
| Ed Mullinax Ford, LLC |
| Edgren Motor Company, Inc. |
| Edgren Motor Holding, LLC |
| El Monte Imports Holding, LLC |
| El Monte Imports, Inc. |
| El Monte Motors Holding, LLC |
| El Monte Motors, Inc. |
| Emich Subaru West, LLC |
| Empire Services Agency, Inc. |
| Financial Services GP, LLC |
| Financial Services, Ltd. |
| First Team Automotive Corp. |
| First Team Ford of Manatee, Ltd. |
| First Team Ford, Ltd. |
| First Team Management, Inc. |
| Fit Kit Holding, LLC |
| Fit Kit, Inc. |
| Florida Auto Corp. |
| Ford of Kirkland, Inc. |
| Fox Chevrolet, LLC |
| Fox Motors, LLC |
| Fred Oakley Motors, Inc. |
| Fremont Luxury Imports Holding, LLC |
| Ft. Lauderdale Nissan, Inc. |
| G.B. Import Sales & Service Holding, LLC |
| G.B. Import Sales & Service, LLC |
| GA CDJR Motors, LLC |
| GA Columbus Imports, LLC |
| GA F Imports, LLC |
| GA H Imports, LLC |
| GA HY Imports, LLC |
| GA-CC Columbus, Inc. |
| Gene Evans Ford, LLC |
| George Sutherlin Nissan, LLC |
| Germantown Luxury Imports, LLC |
| Gilbert ANUSA, LLC |
| Gilbert Body Shop, Inc. |
| Government Boulevard Motors, Inc. |
| Gulf Management, Inc. |
| Hayward Dodge, Inc. |
| Henderson ANUSA, LLC |
| Henderson Collision, Inc. |
| Hillard Auto Group, Inc. |
| Hollywood Imports Limited, Inc. |
| Horizon Chevrolet, Inc. |
| House of Imports Holding, LLC |
| House of Imports, Inc. |
| Houston ANUSA, LLC |
| Houston Auto M. Imports Greenway, Ltd. |
| Houston Auto M. Imports North, Ltd. |
| Houston Imports Greenway GP, LLC |
| Houston Imports North GP, LLC |
| HVA Imports, LLC |
| HVM Imports, LLC |
| HVS Motors, LLC |
| HVVW Motors, LLC |
| Imports on PCH, Inc. |
| Irvine Body Shop, Inc. |
| Irvine Imports Holding, LLC |
| Irvine Imports, Inc. |
| Irvine Toyota/Nissan/Volvo Limited Partnership |
| Jemautco, Inc. |
| Jerry Gleason Chevrolet, Inc. |
| Jerry Gleason Dodge, Inc. |
| Jim Quinlan Chevrolet Co. |
| JLR Luxury Imports of Fremont, Inc. |
| Joe MacPherson Ford |
| Joe MacPherson Imports No. I |
| Joe MacPherson Infiniti |
| Joe MacPherson Infiniti Holding, LLC |
| John M. Lance Ford, LLC |
| J-R Motors Company North |
| J-R Motors Company South |
| JRJ Investments, Inc. |
| Katy ANUSA, LLC |
| Kenyon Dodge, Inc. |
| King’s Crown Ford, Inc. |
| L.P. Evans Motors WPB, Inc. |
| L.P. Evans Motors, Inc. |
| Lance Children, Inc. |
| Las Vegas ANUSA, LLC |
| Leesburg Imports, LLC |
| Leesburg Motors, LLC |
| Les Marks Chevrolet, Inc. |
| Lew Webb’s Ford, Inc. |
| Lew Webb’s Irvine Nissan Holding, LLC |
| Lew Webb’s Irvine Nissan, Inc. |
| Lewisville Collision, Inc. |
| Lewisville Imports GP, LLC |
| Lewisville Imports, Ltd. |
| Lot 4 Real Estate Holdings, LLC |
| Luxury Orlando Imports, Inc. |
| Luxury Woodlands Imports, Inc. |
| MacHoward Leasing |
| MacHoward Leasing Holding, LLC |
| MacPherson Enterprises, Inc. |
| Magic Acquisition Corp. |
| Magic Acquisition Holding, LLC |
| Maitland Luxury Imports, Inc. |
| Marks Family Dealerships, Inc. |
| Marks Transport, Inc. |
| MC/RII, LLC |
| Mealey Holdings, Inc. |
| Mesa Collision, Inc. |
| Midway Chevrolet, Inc. |
| Mike Hall Chevrolet, Inc. |
| Mike Shad Chrysler Plymouth Jeep Eagle, Inc. |
| Mike Shad Ford, Inc. |
| Mission Blvd. Motors, Inc. |
| Mobile Motors, LLC |
| Mortimer Collision, LLC |
| Mr. Wheels Holding, LLC |
| Mr. Wheels, Inc. |
| Mullinax East, LLC |
| Mullinax Ford North Canton, Inc. |
| Mullinax Ford South, Inc. |
| Mullinax Used Cars, Inc. |
| Naperville Imports, Inc. |
| Newport Beach Cars Holding, LLC |
| Newport Beach Cars, LLC |
| Nichols Ford, Ltd. |
| Nichols GP, LLC |
| Nissan of Brandon, Inc. |
| Northpoint Chevrolet, LLC |
| Northwest Financial Group, Inc. |
| NY LNR Luxury Imports, Inc. |
| NY Luxury Motors of Mt. Kisco, Inc. |
| NY MT. Kisco Luxury Imports, Inc. |
| NY Palisades Luxury Imports, Inc. |
| NY White Plains Luxury Imports, Inc. |
| Oxnard European Motors, LLC |
| Oxnard Venture Holdings, Inc. |
| Payton-Wright Ford Sales, Inc. |
| Pembroke Motors, Inc. |
| Peyton Cramer Automotive |
| Peyton Cramer Automotive Holding, LLC |
| Peyton Cramer F. Holding, LLC |
| Peyton Cramer Ford |
| Peyton Cramer Infiniti |
| Peyton Cramer Infiniti Holding, LLC |
| Peyton Cramer Jaguar |
| Peyton Cramer LM Holding, LLC |
| Phoenix ANUSA, LLC |
| Pierce Automotive Corporation |
| Pierce, LLC |
| Pitre Chrysler-Plymouth-Jeep of Scottsdale, Inc. |
| Plains Chevrolet GP, LLC |
| Plains Chevrolet, Ltd. |
| Plano Collision, Inc. |
| Port City Imports, Inc. |
| Prime Auto Cosmetics, Inc. |
| Prime Auto Resources, Inc. |
| Quality Nissan GP, LLC |
| Quality Nissan, Ltd. |
| Quinlan Motors, Inc. |
| R. Coop Limited |
| R.L. Buscher II, Inc. |
| R.L. Buscher III, Inc. |
| Real Estate Holdings, Inc. |
| Renton H Imports, Inc. |
| Republic Resources Company |
| Republic Risk Management Services, Inc. |
| Resources Aviation, Inc. |
| RI Merger Corp. |
| RI/BB Acquisition Corp. |
| RI/BBNM Acquisition Corp. |
| RI/Hollywood Nissan Acquisition Corp. |
| RI/LLC Acquisition Corp. |
| RI/RMC Acquisition GP, LLC |
| RI/RMC Acquisition, Ltd. |
| RI/RMT Acquisition GP, LLC |
| RI/RMT Acquisition, Ltd. |
| RI/WFI Acquisition Corporation |
| RKR Motors, Inc. |
| Roseville Motor Corporation |
| Roseville Motor Holding, LLC |
| Sacramento Collision, Inc. |
| Sahara Imports, Inc. |
| Sahara Nissan, Inc. |
| Shamrock F. Holding, LLC |
| Shamrock Ford, Inc. |
| Six Jays LLC |
| SMI Motors Holding, LLC |
| SMI Motors, Inc. |
| South Broadway Motors, LLC |
| Southwest Motors of Denver, LLC |
| Star Motors, LLC |
| Steakley Chevrolet GP, LLC |
| Steakley Chevrolet, Ltd. |
| Steeplechase Motor Company |
| Steve Moore Chevrolet Delray, LLC |
| Steve Moore Chevrolet, LLC |
| Stevens Creek Holding, LLC |
| Stevens Creek Luxury Imports Holding, LLC |
| Stevens Creek Luxury Imports, Inc. |
| Stevens Creek Motors, Inc. |
| Sunrise Nissan of Jacksonville, Inc. |
| Sunrise Nissan of Orange Park, Inc. |
| SunsetPontiac-GMC Truck South, Inc. |
| SunsetPontiac-GMC, Inc. |
| Superior Nissan, Inc. |
| Sutherlin Chrysler-Plymouth Jeep-Eagle, LLC |
| Sutherlin H. Imports, LLC |
| Sutherlin Imports, LLC |
| Sutherlin Nissan, LLC |
| Tasha Incorporated |
| Tempe Auto Imports, Inc. |
| Tempe Body Shop, Inc. |
| Terry York Motor Cars Holding, LLC |
| Terry York Motor Cars, Ltd. |
| Texan Ford Sales, Ltd. |
| Texan Ford, Inc. |
| Texan Sales GP, LLC |
| Texas Management Companies LP, LLC |
| The Pierce Corporation II, Inc. |
| Tier2 Corporation |
| Tinley Park A. Imports, Inc. |
| Tinley Park J. Imports, Inc. |
| Tinley Park V. Imports, Inc. |
| TN CDJR Motors, LLC |
| TN F Imports, LLC |
| Torrance Nissan Holding, LLC |
| Torrance Nissan, LLC |
| Tousley Ford, Inc. |
| Toyota Cerritos Limited Partnership |
| Triangle Corporation |
| Tucson Collision, Inc. |
| T-West Sales & Service, Inc. |
| TX Alliance Motors, Inc. |
| TX Ennis Autoplex Motors, Inc. |
| TX Motors of North Richland Hills, Inc. |
| TX Motors on Katy Freeway, Inc. |
| TX Motors on Southwest Loop, Inc. |
| TX West Houston Motors, Inc. |
| TX-CC Dallas, Inc. |
| TX-CC Galleria, Inc. |
| TX-CC Spring, Inc. |
| Valencia Auto Imports Holding, LLC |
| Valencia B. Imports Holding, LLC |
| Valencia B. Imports, Inc. |
| Valencia Dodge |
| Valencia Dodge Holding, LLC |
| Valencia H. Imports Holding, LLC |
| Valencia H. Imports, Inc. |
| Valley Chevrolet, LLC |
| Vanderbeek Motors Holding, LLC |
| Vanderbeek Motors, Inc. |
| Vanderbeek Olds/GMC Truck, Inc. |
| Vanderbeek Truck Holding, LLC |
| Village Motors, LLC |
| Vince Wiese Chevrolet, Inc. |
| Vince Wiese Holding, LLC |
| VistaCal Luxury Imports, Inc. |
| W.O. Bankston Nissan, Inc. |
| Wallace Dodge, LLC |
| Wallace Ford, LLC |
| Wallace Lincoln-Mercury, LLC |
| Wallace Nissan, LLC |
| Webb Automotive Group, Inc. |
| West Colorado Motors, LLC |
| West Houston Luxury Imports, Inc. |
| West Side Motors, Inc. |
| Westgate Chevrolet GP, LLC |
| Westgate Chevrolet, Ltd. |
| Westmont A. Imports, Inc. |
| Westmont B. Imports, Inc. |
| Westmont Collision, Inc. |
| Westmont M. Imports, Inc. |
| Woody Capital Investment Company II |
| Woody Capital Investment Company III |
| Working Man’s Credit Plan, Inc. |
| WPB Collision, Inc. |
Schedule II
Corporate and Limited Liability Company Statutes
Alabama Business Corporation Act, 2 Corporation Statutes.
Arizona Business Corporation Act, 2 Corporation Statutes.
Arizona Limited Liability Company Act, 2 Corporation Statutes.
California General Corporation Law, 2 Corporation Statutes.
Colorado Business Corporation Act, 2 Corporation Statutes.
Colorado Limited Liability Company Act, 2 Corporation Statutes.
Delaware General Corporation Law, 3 Corporation Statutes.
Delaware Limited Liability Company Act, 3 Corporation Statutes.
Florida Business Corporation Act, 3 Corporation Statutes.
Georgia Business Corporation Code, 3 Corporation Statutes.
Illinois Business Corporation Act, 3 Corporation Statutes.
Michigan Business Corporation Act, 5 Corporation Statutes.
Minnesota Business Corporation Act, 5 Corporation Statutes.
Nevada General Corporation Law, 6 Corporation Statutes.
North Carolina Business Corporation Act, 6 Corporation Statutes.
Ohio General Corporation Law, 7 Corporation Statutes.
Ohio Limited Liability Company Act, 7 Corporation Statutes.
Tennessee Business Corporation Act, 7 Corporation Statutes.
Texas Business Corporation Act, 8 Corporation Statutes.
Texas Limited Liability Company Act, 8 Corporation Statutes.
Virginia Stock Corporation Act, 8 Corporation Statutes.
Washington Business Corporation Act, 8 Corporation Statutes.
Wyoming Limited Liability Company Act. 8 Corporation Statutes.
Schedule III
Limited Partnership Statutes
California Uniform Limited Partnership Act, 1 State Limited Partnership Laws.
Delaware Revised Uniform Limited Partnership Act, 2 State Limited Partnership Laws.
Florida Revised Uniform Limited Partnership Act, 2 State Limited Partnership Laws.
Georgia Revised Uniform Limited Partnership Act, 2 State Limited Partnership Laws.
Illinois Uniform Limited Partnership Act, 2 State Limited Partnership Laws.
Texas Revised Limited Partnership Act, 6 State Limited Partnership Laws.
Schedule IV
General Partnership Statutes
Colorado Uniform Partnership Law, 2 Colorado Revised Statutes 2000.
Delaware Revised Uniform Partnership Act, 2 State Limited Partnership Laws.