Exhibit 5.2
| | Dykema Gossett PLLC |
| 39577 Woodward Avenue |
| Suite 300 |
| Bloomfield Hills, MI 48304 |
| WWW.DYKEMA.COM |
| Tel: (248) 203-0700 |
| Fax: (248) 203-0763 |
April 29, 2013
Penske Automotive Group, Inc.
2555 Telegraph Road
Bloomfield Hills, MI 48302
Re: Registration Statement on Form S-4 (the “Registration Statement”), as filed with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of $550,000,000 principal amount of 5.75% Senior Subordinated Notes due 2022 (the “Exchange Notes”) by Penske Automotive Group, Inc., a Delaware corporation (the “Company”).
Ladies and Gentlemen:
We have acted as counsel for the Company, and each of the subsidiaries of the Company listed on Schedule A hereto (the “Guarantors” and together with the Company, the “Issuers”), in connection with the registration by the Company and the Guarantors under the Securities Act, of the Exchange Notes and the guarantees as to the payment of principal and interest on the Exchange Notes (the “Guarantees”) by each of the Guarantors. Pursuant to the prospectus forming part of the Registration Statement (the “Prospectus”), the Company is offering to exchange (the “Exchange Offer”) up to $550,000,000 aggregate principal amount of Exchange Notes for an equal principal amount of its outstanding unregistered 5.75% Senior Subordinated Notes due 2022 (the “Outstanding Notes”) and to exchange the Exchange Note Guarantees for the guarantees as to the payment of principal and interest on the Outstanding Notes by the Guarantors. The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of August 28, 2012, as amended (the “Indenture”), among the Company, the Guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the organizational documents and other relevant documents and certificates of the Guarantors, (ii) the Indenture, and (iii) such other certificates, instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In all such examinations and for purposes of rendering these opinions, we have assumed the authenticity of all original and certified documents and conformity to original or certified documents of all copies submitted to us as conformed or facsimile, electronic or photostatic copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the Indenture, which includes the form of the Exchange Notes, and any instruments related thereto and oral or written statements and other information of or from public officials, officers or representatives of the Company, the Guarantors and others, and assume compliance on the part of all parties to the Indenture and the Exchange Notes, and the instruments related thereto, with the covenants and agreements contained therein. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion
California | Illinois | Michigan | Minnesota | North Carolina | Texas | Washington, D.C.
with respect to the subject matter or accuracy of such assumptions or items relied upon. In addition, we reviewed such questions of law as we considered appropriate.
In connection with this opinion, we have assumed that (i) the Registration Statement and any amendments thereto (including post-effective amendments) have become effective, no stop order suspending the effectiveness of the Registration Statement or preventing the use of any prospectus or prospectus supplement has been or will be issued and no proceedings for that purpose have been or will be instituted or threatened by the Commission; (ii) the Indenture will have been qualified under the Trust Indenture Act of 1939, as amended, (iii) the Exchange Notes will be issued and sold in compliance with applicable federal and state securities laws in exchange for the Outstanding Notes in the manner and in accordance with the terms stated in the Registration Statement; (iv) the Exchange Notes will be duly authorized, executed and delivered by the parties thereto in substantially the form reviewed by us and in accordance with the provisions of the Indenture; (v) the Exchange Notes will be duly authenticated by the Trustee in the manner provided in the Indenture; (vi) the Indenture has been duly authorized, executed and delivered by the parties thereto (other than the Issuers); (vii) the Indenture constitutes the legal, valid binding obligation of the Trustee and (viii) all signatures are genuine.
Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:
1. Each Guarantor is validly existing under the laws of the jurisdiction of its organization.
2. Each Guarantor has the requisite power and authority to execute and deliver, and to perform all of its obligations under, the Indenture.
3. Each Guarantor has taken all necessary action to duly authorize the execution, delivery and performance of the Indenture.
The opinions expressed herein are limited to matters governed by the Securities Act and the applicable business corporation, limited liability company or partnership laws, as applicable, of the States of Arizona, Arkansas, California, Connecticut, Florida, Georgia, Indiana, Nevada, New Jersey, Ohio, South Carolina, Tennessee, and Texas, as currently in effect and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein. The opinions expressed herein are limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.
The opinions expressed herein are subject to the following:
(i) bankruptcy, insolvency, reorganization, moratorium (or other related judicial doctrines) and other laws now or hereafter in effect affecting creditors’ rights and remedies generally;
(ii) general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies) whether such principles are considered in a proceeding in equity or at law;
(iii) the application of any applicable fraudulent conveyance, fraudulent transfer, fraudulent obligation, or preferential transfer law or any law governing the distribution of assets of any person now or hereafter in effect affecting creditors’ rights and remedies generally; and
(iv) we have assumed consideration that is fair and sufficient to support the Guarantees under the Indenture has been, and would be deemed by a court of competent jurisdiction to have been, duly received by each Guarantor.
The opinions expressed herein are given as of the date hereof, and we undertake no obligation to supplement this letter if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinions expressed herein or for any other reason. No opinion may be inferred or implied beyond the matters
expressly contained herein. We do not find it necessary for purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the offer and sale of the Exchange Notes.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the prospectus that forms a part of the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of such persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Sincerely,
/s/ DYKEMA GOSSETT PLLC
SCHEDULE A
Guarantors
Subsidiary Guarantor | | State of Incorporation or
Organization |
AUTO MALL PAYROLL SERVICES, INC. | | Florida |
CENTRAL FORD CENTER, INC. | | Arkansas |
CLASSIC AUTO GROUP, INC. | | New Jersey |
CLASSIC IMPORTS, INC. | | New Jersey |
CLASSIC MANAGEMENT COMPANY, INC. | | New Jersey |
CLASSIC OLDSMOBILE-PONTIAC-GMC TRUCK, LTD. | | Texas |
CLASSIC SPECIAL, LLC | | Texas |
CLASSIC SPECIAL ADVERTISING, INC. | | Texas |
CLASSIC SPECIAL AUTOMOTIVE, LTD. | | Texas |
CLASSIC SPECIAL AUTOMOTIVE GP, LLC | | Texas |
CLASSIC SPECIAL HYUNDAI, LTD. | | Texas |
CLASSIC TURNERSVILLE, INC. | | New Jersey |
COUNTY AUTO GROUP PARTNERSHIP | | New Jersey |
DAN YOUNG CHEVROLET, INC. | | Indiana |
DANBURY AUTO PARTNERSHIP | | Connecticut |
DIFEO CHRYSLER PLYMOUTH JEEP EAGLE PARTNERSHIP | | New Jersey |
DIFEO HYUNDAI PARTNERSHIP | | New Jersey |
DIFEO LEASING PARTNERSHIP | | New Jersey |
DIFEO NISSAN PARTNERSHIP | | New Jersey |
DIFEO TENAFLY PARTNERSHIP | | New Jersey |
EUROPA AUTO IMPORTS, INC. | | California |
FLORIDA CHRYSLER PLYMOUTH, INC. | | Florida |
GENE REED CHEVROLET, INC. | | South Carolina |
GMG MOTORS, INC. | | California |
HILL COUNTRY IMPORTS, LTD. | | Texas |
HUDSON MOTORS PARTNERSHIP | | New Jersey |
KMT/UAG, INC. | | California |
LANDERS BUICK-PONTIAC, INC. | | Arkansas |
LANDERS FORD NORTH, INC. | | Arkansas |
LANDERS UNITED AUTO GROUP NO. 2, INC. | | Arkansas |
MICHAEL CHEVROLET-OLDSMOBILE, INC. | | South Carolina |
OCT PARTNERSHIP | | New Jersey |
PAG MENTOR A1, INC. | | Ohio |
PAG ORLANDO PARTNERSHIP, LTD. | | Florida |
Subsidiary Guarantor | | State of Incorporation or
Organization |
PEACHTREE NISSAN, INC | | Georgia |
PETER PAN MOTORS, INC. | | California |
RELENTLESS PURSUIT ENTERPRISES, INC. | | California |
SA AUTOMOTIVE, LTD. | | Arizona |
SAU AUTOMOTIVE, LTD. | | Arizona |
SCOTTSDALE FERRARI, LLC | | Arizona |
SCOTTSDALE JAGUAR, LTD. | | Arizona |
SCOTTSDALE MANAGEMENT GROUP, LTD. | | Arizona |
SDG AUTOMOTIVE INVESTMENTS, LLC | | Ohio |
SIGMA MOTORS INC. | | Arizona |
SOMERSET MOTORS PARTNERSHIP | | New Jersey |
SOMERSET MOTORS, INC. | | New Jersey |
TAMBURRO ENTERPRISES, INC. | | Nevada |
TRI-CITY LEASING, INC. | | California |
UAG ATLANTA IV MOTORS, INC. | | Georgia |
UAG CENTRAL REGION MANAGEMENT, LLC | | Indiana |
UAG CHCC, INC. | | New Jersey |
UAG CHEVROLET, INC. | | New Jersey |
UAG DULUTH, INC. | | Texas |
UAG GD, LTD. | | Texas |
UAG GN, LTD. | | Texas |
UAG GP, LTD. | | Texas |
UAG GW, LTD. | | Texas |
UAG HOUSTON ACQUISITION, LTD. | | Texas |
UAG HUDSON, INC. | | New Jersey |
UAG OLDSMOBILE OF INDIANA, LLC | | Indiana |
UNITED NISSAN, INC. | | Georgia |
UNITED NISSAN, INC. | | Tennessee |
WEST PALM AUTO MALL, INC. | | Florida |
WTA MOTORS, LTD. | | Texas |
YOUNG MANAGEMENT GROUP, INC. | | Indiana |
