[LETTERHEAD OF WILLKIE FARR & GALLAGHER]




                                             October 1, 1996




United Auto Group, Inc.
375 Park Avenue
New York, New York 10152

Ladies and Gentlemen:

          You have requested our opinion, as counsel for United Auto Group,
Inc., a Delaware corporation (the "Corporation"), in connection with the
Registration Statement on Form S-1, as amended (the "Registration Statement"),
under the Securities Act of 1933, as amended, filed by the Corporation with the
Securities and Exchange Commission.

          The Registration Statement relates to an offering of up to ________
shares ("Shares") of Voting Common Stock, par value $0.0001 per share, of the
Corporation, of which up to ______ Shares are subject to a 30-day over-allotment
option granted by the Corporation to the underwriters.

          In that connection, we have examined drafts of the Corporation's Third
Restated Certificate of Incorporation and Bylaws and of the underwriting
agreement providing for the issuance and sale of the Shares (the "Underwriting
Agreement"), the applicable resolutions of the Corporation's Board of Directors
and the Registration Statement.  We have also examined such other documents,
corporate records, certificates and instruments relating to the Corporation as
we have deemed relevant and necessary to the formation of the opinion
hereinafter set forth.  In such examination, we have assumed the genuineness and
authenticity of all documents examined by us and all signatures thereon, the
legal capacity of all persons executing such documents, the conformity to
originals of all copies of documents submitted to us, the conformity in all
material respects of final documents with drafts thereof and the effectiveness
of the Third Restated Certificate of Incorporation.

          Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized


United Auto Group, Inc.
October 1, 1996
Page 2


and, when issued, sold and delivered pursuant to the terms of the Underwriting
Agreement, will be validly issued, fully paid and non-assessable.

          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 caption "Legal
Matters" in the Registration Statement.



                                        Very truly yours,

                                        /s/ Willkie Farr & Gallagher

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