Exhibit 5.1
RIORDAN & McKINZIE
300 South Grand Avenue, 29th Floor
Los Angeles, California 90071
January 22, 2002
Advance Stores Company, Incorporated and
the Subsidiary Guarantors listed on Annex A attached hereto
5673 Airport Road
Roanoke, Virginia 24012
Re: Advance Stores Company, Incorporated -- 10-1/4% Senior
Subordinated Notes due 2008 -- Registration Statement on
Form S-4
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Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Advance Stores Company, Incorporated, a Virginia
corporation (the "Company"), and the Company's subsidiaries listed on Annex A
attached hereto (the "Subsidiary Guarantors") of a registration statement on
Form S-4 (the "Registration Statement") under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission for the issuance and
exchange of up to $200,000,0000 aggregate principal amount of the Company's
10-1/4% Senior Subordinated Notes due 2008 (the "Exchange Securities") for an
equal principal amount of the Company's outstanding 10-1/4% Senior Subordinated
Notes due 2008 (the "Initial Securities"), to be issued pursuant to the
Indenture dated as of October 31, 2001 by and among the Company, Advance
Trucking Corporation, a Virginia corporation, LARALEV, Inc., a Delaware
corporation, Western Auto Supply Company, a Delaware corporation, and The Bank
of New York, as trustee (the "Trustee"), as supplemented on November 28, 2001
(as supplemented, the "Indenture"). The Initial Securities are, and the Exchange
Securities will be, guaranteed (each, a "Subsidiary Guarantee") on a joint and
several basis by each of the Subsidiary Guarantors.
In rendering this opinion, we have made such investigations of fact,
examined copies of the articles or certificates of incorporation of the Company
and the Subsidiary Guarantors, bylaws of the Company and the Subsidiary
Guarantors, the Indenture, which is attached as an exhibit to the Registration
Statement, executed originals or copies certified or otherwise identified to our
satisfaction as being true copies of the corporate records of the Company and
the Subsidiary Guarantors, certificates of officers of the Company and the
Subsidiary Guarantors, and such other agreements, instruments and documents as
we have deemed necessary or appropriate to render the opinions given below. We
have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to authentic original documents of all documents
submitted to us as certified, conformed or photostatic copies.
We have investigated such questions of law for the purpose of rendering
this opinion as we have deemed necessary. We are attorneys duly admitted and
qualified to practice only in the State of California and we are opining herein
only as to the effect of the subject transactions of the laws of the State of
California and United States federal law. In addition, we express no opinion
with respect to compliance with state securities laws or with respect to any
state or federal fraudulent conveyance statutes.
Based upon the foregoing and subject to the qualifications, exceptions
and limitations set forth herein, we are of the opinion that, when the Indenture
shall become qualified under the Trust Indenture Act of 1939, as amended, and
when the Exchange Securities and the Subsidiary Guarantees shall have been duly
executed, authenticated and delivered in accordance with the Indenture and the
exchange offer contemplated by the Registration Statement, the Exchange
Securities and the Subsidiary Guarantees will be legally issued and constitute
the legally valid and binding obligations of the Company and the Subsidiary
Guarantors, respectively.
To the extent that the obligations of the company under the Indenture
may be dependent upon such matters, we assume for purposes of this opinion that
the Trustee is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; that the Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes the
valid, binding and enforceable obligation of the Trustee; that the Trustee is in
compliance, generally and with respect to acting as a trustee under the
Indenture, with all applicable laws and regulations; and that the Trustee has
the requisite corporate and legal power and authority to perform its obligations
under the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus which is a part of the Registration Statement.
Very truly yours,
/s/ Riordan & McKinzie
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Annex A
SUBSIDIARY GUARANTORS
Advance Trucking Corporation
Western Auto Supply Company
Western Auto of Puerto Rico, Inc.
Western Auto of St. Thomas, Inc.
WASCO Insurance Agency, Inc.
Discount Auto Parts, Inc.
DAP Acceptance Corporation
Advance Merchandising Company, Inc.
Advance Aircraft Company, Inc.
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