Exhibit 5.2
[Letterhead of Gallop, Johnson & Neuman, L.C.]
September 19, 2011
O’Reilly Automotive, Inc.
233 South Patterson
Springfield, MO 65802
Ladies and Gentlemen:
This firm has acted as special counsel to O’Reilly Automotive, Inc., a Missouri corporation (“O’Reilly”), and those corporations and limited liability companies that are subsidiaries of O’Reilly and listed on Schedule 1 attached hereto (the “Missouri Guarantors”), in connection with the public offering of $300,000,000 aggregate principal amount of O’Reilly’s 4.625% Senior Notes due 2021 (the “Notes”), including the guarantees thereof (the “Guarantees”) by subsidiaries of O’Reilly, including the Missouri Guarantors (collectively, the “Guarantors”), issuable pursuant to an indenture, dated as of September 19, 2011 (the “Indenture”), by and among O’Reilly, the Guarantors and UMB Bank, N.A., as trustee. O’Reilly and the Guarantors entered into an underwriting agreement, dated as of September 19, 2011 (the “Underwriting Agreement”), with Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule I of the Underwriting Agreement (the “Underwriters”), relating to the sale by O’Reilly to the Underwriters of the Notes and Guarantees.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
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 telecopies). 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. We have also assumed the validity and constitutionality of each statute covered by this opinion letter. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
O’Reilly Automotive, Inc.
September 19, 2011
Page 2
This opinion letter is based as to matters of law solely on applicable provisions of The General and Business Corporation Law of Missouri (“Missouri Corporation Law”), which shall include the statutory provisions contained therein, all applicable provisions of the respective jurisdiction’s Constitution and the reported judicial decisions interpreting these laws. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations. We note that the Indenture, the Notes, the Guarantees and other documents ancillary thereto that we examined in connection with this opinion provide that they are governed by laws of the State of New York, with certain qualifications and exceptions. Without limiting the generality of this paragraph, we express no opinion as to the interpretation of the choice of law provisions in such documents, including, without limitation, which provisions of such documents a court would deem subject to the laws of the State of Missouri rather than the laws of the State of New York.
We have also assumed that (a) the Guarantees have been duly authorized, executed and delivered by the Guarantors (other than the Guarantees executed by the Missouri Guarantors), (b) the Notes have been duly authenticated, issued and delivered in accordance with the terms of the Indenture and the Underwriting Agreement; and (c) each of the Underwriting Agreement and the Indenture has been duly authorized, executed and delivered by all parties thereto (other than O’Reilly and the Missouri Guarantors).
Based upon and subject to the foregoing and other limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:
| 1. | The Notes provided for in the Underwriting Agreement have been duly authorized by all required corporate action of, and have been duly executed by, O’Reilly. |
| 2. | The Guarantees of the Missouri Guarantors have been duly authorized by all required corporate or limited liability company action (as the case may be) of, and have been duly executed by, the Missouri Guarantors. |
This opinion is subject to applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfer or conveyance), reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair dealing, and we express no opinion herein with respect to provisions relating to severability or separability.
This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law, and we have assumed that at no future time would any such subsequent changes of fact or law affect adversely our ability to render at such time an opinion containing the same legal conclusions set forth herein and subject only to such (or fewer) assumptions, limitations and qualifications as are contained herein.
O’Reilly Automotive, Inc.
September 19, 2011
Page 3
We hereby consent to the filing of this opinion letter as an exhibit to O’Reilly’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are “experts” within the meaning of the Securities Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including such Current Report on Form 8-K or this exhibit. Subject to all qualifications, limitations, exceptions, restrictions and assumptions set forth herein, Skadden, Arps, Slate, Meagher & Flom LLP may rely on this opinion letter as if it were an addressee hereof on this date for the sole purpose of rendering its opinion letter to O’Reilly relating to the Notes, as filed with the Commission as Exhibit 5.1 to O’Reilly’s Current Report on Form 8-K being filed on the date hereof.
Very truly yours,
/s/ Gallop, Johnson & Neuman, L.C.
GALLOP, JOHNSON & NEUMAN, L.C.
SCHEDULE 1
Missouri Guarantors
O’Reilly Automotive Stores, Inc.
Ozark Automotive Distributors, Inc.
Greene County Realty Co.
O’Reilly II Aviation Corporation
Ozark Services, Inc.
Ozark Purchasing, LLC