EXHIBIT 5.1

          [Form of Legal Opinion of Gray Cary Ware & Freidenrich LLP]

    , 1999

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re: FirstAmerica Automotive, Inc. Registration Statement on Form S-3
(File No. 333-75907)

     Ladies and Gentlemen:

     As counsel to FirstAmerica Automotive, Inc. (the "Company"), we are
rendering this opinion in connection with a proposed sale of those certain
shares of the Company's newly-issued Common Stock and those certain additional
shares of the Company's Common Stock held by certain stockholders as set forth
in the Registration Statement on Form S-1 to which this opinion is being filed
as Exhibit 5.1 (the "Shares"). We have examined all instruments, documents and
records which we deemed relevant and necessary for the basis of our opinion
hereinafter expressed. In such examination, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted to us
as copies.

     We express no opinion with respect to (i) the availability of equitable
remedies or (ii) the effect of bankruptcy, insolvency, reorganization,
moratorium or equitable principles relating to or limiting creditors' rights
generally.

     Based on such examination, we are of the opinion that the Shares
identified in the above-referenced Registration Statement will be, upon
effectiveness of the Registration Statement and receipt by the Company of
payment therefor, validly authorized, legally issued, fully paid and
nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in said Registration Statement, including the Prospectuses
constituting a part thereof, as originally filed or as subsequently amended.

                                        Respectfully submitted,

                                        _______________________________________

                                        GRAY CARY WARE & FREIDENRICH LLP