Exhibit 5.1
[White & Case LLP Letterhead]
June 12, 2020
Advance Auto Parts, Inc.
2635 East Millbrook Road
Raleigh, North Carolina 27604
Re:3.900% Notes due 2030
Ladies and Gentlemen:
We have acted as New York, California and Texas counsel to Advance Auto Parts, Inc., a corporation organized under the laws of Delaware (the “Company”), and each of the subsidiaries of the Company listed on Schedule I hereto (the “Covered Guarantors”) in connection with the Company’s offer (the “Exchange Offer”) to exchange up to $500,000,000 aggregate principal amount of its 3.900% Notes due 2030 (the “Exchange Notes”) for an equal principal amount of its outstanding 3.900% Notes due 2030 (the “Original Notes”), pursuant to a registration statement onForm S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on the date hereof under the Securities Act of 1933, as amended (the “Securities Act”). The Original Notes were issued and the Exchange Notes are to be issued under the indenture, dated as of April 16, 2020 (the “Indenture”), among the Company, the Covered Guarantors, the subsidiaries of the Company listed on Schedule II hereto (the “Non-Covered Guarantors” and, together with the Covered Guarantors, the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), filed as Exhibit 4.1 to the Company’sForm 8-K filed with the Commission on April 17, 2020. The Exchange Notes will be guaranteed by the Guarantors pursuant to the terms of the Indenture (the “Guarantees”).
In connection with the opinion expressed below, we have examined originals or copies (certified or otherwise identified to our satisfaction) of corporate records, agreements, documents, and other instruments, matter of law, proceedings and such certificates or comparable documents of public officials and of officers and representatives of the Company and the Covered Guarantors, including: (i) the certificates of incorporation (or equivalent documents) of the Company and the Covered Guarantors, (ii) theby-laws (or equivalent documents) of the Company and the Covered Guarantors, (iii) the resolutions or written consents, as applicable, of the Company and the Covered Guarantors relating to the filing of the Registration Statement, (iv) the Registration Statement, (v) the Indenture and (vi) the forms of global notes included in the Indenture and have made such inquiries of such officers and representatives as we have deemed necessary as a basis for the opinions set forth in this opinion letter. In rendering such opinion, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies, the truthfulness, completeness and correctness of all factual representations and statements contained in all documents and the accuracy and completeness of all public records examined by us. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of public officials and officers and representatives of the Company and the Covered Guarantors and documents furnished to us by the Company and the Covered Guarantors and representations by the Company and the Covered Guarantors without independent investigation or verification of any kind of their accuracy.
In making our examination of documents executed by parties other than the Company and the Covered Guarantors, we have assumed that such parties had the power, corporate or other, and authority to enter into and perform all their obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity, binding and enforceable effect thereof. For purposes of our opinion with respect to theNon-Covered Guarantors, we have, without conducting any research or investigation with respect thereto, relied on the opinions of (i) Williams Mullen with respect to matters of Massachusetts, North Carolina and Virginia law and (ii) Brownstein Hyatt Farber Schreck, LLP with respect to matters of Nevada law.