Exhibit 5.1
Penske Automotive
| Shane M. Spradlin |
| Executive Vice President, |
Penske Automotive Group, Inc.
2555 Telegraph Road
Bloomfield Hills, MI 48302
March 19, 2013
| Re: Penske Automotive Group, Inc. Registration |
|
| Statement on Form S-4 |
|
Ladies and Gentlemen:
I have acted as counsel to Penske Automotive Group, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-4 (the “Registration Statement”), of (i) the proposed offer by the Company to exchange (the “Exchange Offer”) an aggregate principal amount of up to $550,000,000 of the Company’s outstanding 5.75% Senior Subordinated Notes Due 2022 (the “Outstanding Notes”) for an equal principal amount of the Company’s 5.75% Senior Subordinated Notes Due 2022 (the “Exchange Notes”), which will be registered under the Securities Act of 1933, as amended (the “Act”) and (ii) the guarantees (the “Guarantees”), pursuant to the Indenture referred to below, of the Guarantors listed in the Registration Statement (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, as Issuer, the Guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
The entities listed on Schedule A to this letter as the Delaware and New York Guarantors are collectively referred to in this letter as the “Delaware and NY Guarantors”. The Guarantors that are not listed on Schedule A to this letter are collectively referred to in this letter as the “Other Guarantors”.
I have examined originals or copies certified or otherwise identified to my satisfaction of such documents, corporate records, certificates of public officials and other instruments as I have deemed necessary or appropriate for the purposes of this opinion, including with respect to the Delaware and NY Guarantors. The Exchange Notes, Guarantees and the Indenture are referred to herein as the “Transaction Documents.” I have also conducted such investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity to authentic original documents of all documents submitted to me as copies. As to any facts material to this opinion that I did not independently establish or verify, I have, with your consent, relied upon the statements, certificates and representations of officers and other representatives of parties to the Transaction Documents. I have also assumed the valid authorization, execution and delivery of each of the Transaction Documents by each party thereto other than the Company and the Guarantors, and I have assumed that each such other party (in the case of parties which are not natural persons) has been duly organized and is validly existing and in good standing under its jurisdiction of organization, and that each of the Transaction Documents constitutes the valid and binding obligation of all such other parties, enforceable against them in accordance with its terms.
I am a member of the Bar of the State of New York and the Bar of the State of Michigan, and I have not considered, and I express no opinion as to, the laws of any jurisdiction other than the laws of the State of New York, the State of Michigan, the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware and the federal laws of the United States of America, in each case as in effect on the date hereof (the “Relevant Laws”). Insofar as the opinions in this letter relate to or are dependent upon matters governed by the laws of each of the jurisdictions where the Other Guarantors are organized or
incorporated, I have relied upon the opinion of Dykema Gossett PLLC, dated the date hereof, which is being filed as an exhibit to the Registration Statement.
Based upon the foregoing, and subject to the qualifications set forth in this letter, it is my opinion that when (a) the Registration Statement has become effective under the Act, (b) the Outstanding Notes have been exchanged in the manner described in the prospectus forming a part of the Registration Statement, (c) the Exchange Notes have been duly executed, authenticated, issued and delivered by the Company in accordance with the terms of the Indenture, against receipt of the Outstanding Notes surrendered in exchange therefor, (d) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (e) applicable provisions of “blue sky” laws have been complied with,
(a) the Exchange Notes will constitute valid and legally binding obligations of the Company, entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law); and
(b) the Guarantees proposed to be issued pursuant to the Exchange Offer will constitute valid and legally binding obligations of each Guarantor, entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).
The opinions expressed herein are subject to the following qualifications and comments:
(a) Any provisions of the Exchange Notes that permit any party thereto to take action or make determinations, or to benefit from indemnities and similar undertakings of any party to the Exchange Notes, may be subject to a requirement that such action be taken or such determinations be made, and any action or inaction by such party that may give rise to a request for payment under such an undertaking be taken or not taken, on a reasonable basis and in good faith.
(b) I express no opinion as to whether a federal or state court outside New York would give effect to (i) any choice of law provided for in the Exchange Notes, or (ii) any waiver of jury trial found in the Exchange Notes.
I hereby consent to the filing of a copy of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption “Legal Matters” in the prospectus forming a part of 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 Act and the rules and regulations thereunder.
| Very truly yours, |
|
|
| /s/ Shane M. Spradlin |
| Shane M. Spradlin |
| Executive Vice President, |
| General Counsel and Secretary |
Attachment
cc: David K. Jones, Penske Automotive Group, Inc. Chief Financial Officer
SCHEDULE A
Delaware and New York Guarantors
Guarantor |
| State of Incorporation or |
ATLANTIC AUTO FUNDING CORPORATION |
| Delaware |
ATLANTIC AUTO SECOND FUNDING CORPORATION |
| Delaware |
ATLANTIC AUTO THIRD FUNDING CORPORATION |
| Delaware |
AUTOMOTIVE MEDIA HOLDINGS, LLC |
| Delaware |
BRETT MORGAN CHEVROLET-GEO, INC. |
| Delaware |
CJNS, LLC |
| Delaware |
CLASSIC ENTERPRISES, LLC |
| Delaware |
CLASSIC MOTOR SALES, LLC |
| Delaware |
CLASSIC NISSAN OF TURNERSVILLE, LLC |
| Delaware |
COVINGTON PIKE DODGE, INC. |
| Delaware |
CYCLE HOLDINGS, LLC |
| Delaware |
DEALER ACCESSORIES, LLC |
| Delaware |
DIFEO PARTNERSHIP, LLC |
| Delaware |
DAN YOUNG MOTORS, LLC |
| Delaware |
D. YOUNG CHEVROLET, LLC |
| Delaware |
FRN OF TULSA, LLC |
| Delaware |
GOODSON NORTH, LLC |
| Delaware |
GOODSON PONTIAC-GMC, LLC |
| Delaware |
GOODSON SPRING BRANCH, LLC |
| Delaware |
HBL, LLC |
| Delaware |
HT AUTOMOTIVE, LLC |
| Delaware |
JS IMPORTS |
| Delaware |
KMPB, LLC |
| Delaware |
LANDERS AUTO SALES, LLC |
| Delaware |
LATE ACQUISITION I, LLC |
| Delaware |
LATE ACQUISITION II, LLC |
| Delaware |
MOTORCARS ACQUISITION II, LLC |
| Delaware |
MOTORCARS ACQUISITION III, LLC |
| Delaware |
MOTORCARS ACQUISITION IV, LLC |
| Delaware |
MOTORCARS ACQUISITION V, LLC |
| Delaware |
MOTORCARS ACQUISITION VI, LLC |
| Delaware |
MOTORCARS ACQUISITION, LLC |
| Delaware |
NATIONAL CITY FORD, INC. |
| Delaware |
PAG ACQUISITION 27, LLC |
| Delaware |
PAG ACQUISITION 28, LLC |
| Delaware |
PAG ACQUISITION 36, LLC |
| Delaware |
PAG ACQUISITION 40, LLC |
| Delaware |
PAG ACQUISITION 41, LLC |
| Delaware |
PAG AZ PROPERTIES, LLC |
| Delaware |
PAG ARKANSAS F1, LLC |
| Delaware |
Guarantor |
| State of Incorporation or |
PAG ARKANSAS F2, LLC |
| Delaware |
PAG ARKANSAS MIT, LLC |
| Delaware |
PAG ATLANTA MANAGEMENT, INC. |
| Delaware |
PAG AUSTIN H1, LLC |
| Delaware |
PAG AUSTIN S1, LLC |
| Delaware |
PAG AVONDALE H1, LLC |
| Delaware |
PAG BEDFORD A1, LLC |
| Delaware |
PAG BEDFORD P1, LLC |
| Delaware |
PAG BEDFORD PROPERTIES, LLC |
| Delaware |
PAG CHANTILLY M1, LLC |
| Delaware |
PAG CLOVIS T1, INC. |
| Delaware |
PAG DISTRIBUTOR S1, LLC |
| Delaware |
PAG EAST, LLC |
| Delaware |
PAG EDISON B1, LLC |
| Delaware |
PAG GOODYEAR F1, LLC |
| Delaware |
PAG GREENWICH M1, LLC |
| Delaware |
PAG INVESTMENTS, LLC |
| Delaware |
PAG MADISON L1, LLC |
| Delaware |
PAG MADISON T1, LLC |
| Delaware |
PAG MARIN M1, INC. |
| Delaware |
PAG MICHIGAN HOLDINGS, LLC |
| Delaware |
PAG MICHIGAN S1, LLC |
| Delaware |
PAG NORTHERN CALIFORNIA MANAGEMENT, INC. |
| Delaware |
PAG NORTH SCOTTSDALE BE, LLC |
| Delaware |
PAG ONTARIO B1, INC. |
| Delaware |
PAG ORANGE COUNTY MANAGEMENT COMPANY, INC. |
| Delaware |
PAG ORANGE COUNTY RR1, INC. |
| Delaware |
PAG ORLANDO GENERAL, INC. |
| Delaware |
PAG ORLANDO LIMITED, INC. |
| Delaware |
PAG SAN FRANCISCO N1, INC. |
| Delaware |
PAG SAN JOSE S1, INC. |
| Delaware |
PAG SANTA ANA AVW, INC. |
| Delaware |
PAG SANTA ANA B1, INC. |
| Delaware |
PAG SURPRISE T1, LLC |
| Delaware |
PAG TEMPE M1, LLC |
| Delaware |
PAG TEXAS MANAGEMENT COMPANY, LLC |
| Delaware |
PAG TURNERSVILLE AU, LLC |
| Delaware |
PAG WEST, LLC |
| Delaware |
PAG WEST ACQUISITION 7, INC. |
| Delaware |
PAG WEST ACQUISITION 8, INC. |
| Delaware |
PAG WEST ACQUISITION 9, INC. |
| Delaware |
PAG WEST BAY MIT, LLC |
| Delaware |
PALM AUTO PLAZA, LLC |
| Delaware |
PENSKE CAR RENTAL HOLDINGS, LLC |
| Delaware |
PENSKE CAR RENTAL INDIANA, LLC |
| Delaware |
Guarantor |
| State of Incorporation or |
PENSKE CAR RENTAL MEMPHIS, LLC |
| Delaware |
PENSKE DIRECT, LLC |
| Delaware |
PENSKE WHOLESALE OUTLET, LLC |
| Delaware |
PMRC, LLC |
| Delaware |
SCOTTSDALE 101 MANAGEMENT, LLC |
| Delaware |
SCOTTSDALE PAINT & BODY, LLC |
| Delaware |
SK MOTORS, LLC |
| Delaware |
SL AUTOMOTIVE, LLC |
| Delaware |
SUN MOTORS, LLC |
| Delaware |
TURNERSVILLE AUTO OUTLET, LLC |
| Delaware |
UAG ARKANSAS FLM, LLC |
| Delaware |
UAG ATLANTA H1, LLC |
| Delaware |
UAG CAPITOL, INC. |
| Delaware |
UAG CAROLINA, INC. |
| Delaware |
UAG CENTRAL NJ, LLC |
| Delaware |
UAG CHANTILLY AU, LLC |
| Delaware |
UAG CITRUS MOTORS, LLC |
| Delaware |
UAG CLASSIC, INC. |
| Delaware |
UAG CLOVIS, INC. |
| Delaware |
UAG CONNECTICUT, LLC |
| Delaware |
UAG EAST, LLC |
| Delaware |
UAG ESCONDIDO A1, INC. |
| Delaware |
UAG ESCONDIDO H1, INC. |
| Delaware |
UAG ESCONDIDO M1, INC. |
| Delaware |
UAG FAYETTEVILLE I, LLC |
| Delaware |
UAG FAYETTEVILLE II, LLC |
| Delaware |
UAG FAYETTEVILLE III, LLC |
| Delaware |
UAG FINANCE COMPANY, INC. |
| Delaware |
UAG GRACELAND II, INC. |
| Delaware |
UAG HUDSON CJD, LLC |
| Delaware |
UAG INTERNATIONAL HOLDINGS, INC. |
| Delaware |
UAG KISSIMMEE MOTORS, INC. |
| Delaware |
UAG LANDERS SPRINGDALE, LLC |
| Delaware |
UAG LOS GATOS, INC. |
| Delaware |
UAG MARIN, INC. |
| Delaware |
UAG MEMPHIS II, INC. |
| Delaware |
UAG MEMPHIS IV, INC. |
| Delaware |
UAG MEMPHIS MANAGEMENT, INC. |
| Delaware |
UAG MENTOR ACQUISITION, LLC |
| Delaware |
UAG MICHIGAN CADILLAC, LLC |
| Delaware |
UAG MICHIGAN H1, LLC |
| Delaware |
UAG MICHIGAN H2, LLC |
| Delaware |
UAG MICHIGAN PONTIAC-GMC, LLC |
| Delaware |
UAG MICHIGAN T1, LLC |
| Delaware |
UAG MICHIGAN TMV, LLC |
| Delaware |
Guarantor |
| State of Incorporation or |
UAG MINNEAPOLIS B1, LLC |
| Delaware |
UAG NANUET II, LLC |
| Delaware |
UAG NEVADA LAND, LLC |
| Delaware |
UAG NORTHEAST, LLC |
| Delaware |
UAG PHOENIX VC, LLC |
| Delaware |
UAG REALTY, LLC |
| Delaware |
UAG ROYAL PALM, LLC |
| Delaware |
UAG ROYAL PALM M1, LLC |
| Delaware |
UAG SAN DIEGO A1, INC. |
| Delaware |
UAG SAN DIEGO AU, INC. |
| Delaware |
UAG SAN DIEGO H1, INC. |
| Delaware |
UAG SAN DIEGO JA, INC. |
| Delaware |
UAG SAN DIEGO MANAGEMENT, INC. |
| Delaware |
UAG SPRING, LLC |
| Delaware |
UAG STEVENS CREEK II, INC. |
| Delaware |
UAG SUNNYVALE, INC. |
| Delaware |
UAG TEXAS II, INC. |
| Delaware |
UAG TEXAS, LLC |
| Delaware |
UAG TULSA HOLDINGS, LLC |
| Delaware |
UAG TURNERSVILLE MOTORS, LLC |
| Delaware |
UAG TURNERSVILLE REALTY, LLC |
| Delaware |
UAG VK, LLC |
| Delaware |
UAG WEST BAY AM, LLC |
| Delaware |
UAG WEST BAY FM, LLC |
| Delaware |
UAG WEST BAY IA, LLC |
| Delaware |
UAG WEST BAY IAU, LLC |
| Delaware |
UAG WEST BAY IB, LLC |
| Delaware |
UAG WEST BAY II, LLC |
| Delaware |
UAG WEST BAY IL, LLC |
| Delaware |
UAG WEST BAY IM, LLC |
| Delaware |
UAG WEST BAY IN, LLC |
| Delaware |
UAG WEST BAY IP, LLC |
| Delaware |
UAG WEST BAY IV, LLC |
| Delaware |
UAG WEST BAY IW, LLC |
| Delaware |
UAG YOUNG II, INC. |
| Delaware |
UAG-CARIBBEAN, INC. |
| Delaware |
UNITED AUTO LICENSING, LLC |
| Delaware |
UNITED AUTOCARE PRODUCTS, LLC |
| Delaware |
UNITED FORD BROKEN ARROW, LLC |
| Delaware |
UNITED FORD NORTH, LLC |
| Delaware |
UNITED RANCH AUTOMOTIVE, LLC |
| Delaware |
UNITEDAUTO DODGE OF SHREVEPORT, INC. |
| Delaware |
UNITEDAUTO FIFTH FUNDING, INC. |
| Delaware |
UNITEDAUTO FINANCE, INC. |
| Delaware |
UNITEDAUTO FOURTH FUNDING INC. |
| Delaware |