EXHIBIT 5.1



               [HONIGMAN MILLER SCHWARTZ AND COHN LLP LETTERHEAD]





                                 August 2, 2002



United Auto Group, Inc.
13400 Outer Drive West, Suite B-36
Detroit, Michigan  48239

         Re:      Registration Statement on Form S-4

Ladies and Gentlemen:

         We have acted as counsel to United Auto Group, Inc., a Delaware
corporation (the "Company") and certain subsidiary guarantors (the
"Guarantors"), in connection with the Registration Statement on Form S-4 (the
"Registration Statement") relating to the issuance by the Company of
$300,000,000 aggregate principal amount of the Company's 9 5/8% Senior
Subordinated Notes due 2012 (the "New Notes") and related guarantees (the
"Guarantees") registered under the Securities Act of 1933, as amended (the
"Securities Act"), in exchange for a like principal amount of the Company's
outstanding unregistered 9 5/8% Senior Subordinated Notes due 2012 (the
"Original Notes"). The New Notes are issuable under an Indenture dated as of
March 18, 2002 (the "Indenture"), among the Company, as issuer, the Guarantors
named therein and Bank One Trust Company, N.A., as trustee (the "Trustee").

         We have examined such documents and have considered such matters of
law, as we have considered appropriate as a basis for our opinions set forth
below. In rendering our opinions, we have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures and
the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company and the Guarantors, that such
parties had the requisite power and authority (corporate, other entity or
otherwise) to execute, deliver and perform such agreements or instruments, that
such agreements or instruments have been duly authorized by all requisite action
(corporate, other entity or otherwise) and executed and delivered by such
parties and that such agreements or instruments are the valid, binding and
enforceable obligations of such parties. As to questions of fact material to our
opinions, we have relied upon certificates of officers of the Company and the
Guarantors and of public officials.

         Based on the foregoing, we are of the opinion that the execution,
delivery and performance of the Indenture, the New Notes and the Guarantees have
been duly authorized by all necessary entity action on the part of the Company
and the Guarantors, as applicable, and, when the New


Notes are executed by the Company and the Guarantors and authenticated by the
Trustee as specified in the Indenture and delivered against surrender and
cancellation of a like principal amount of Original Notes in the manner
described in the Registration Statement, the Indenture, the New Notes and the
Guarantees will be legally issued and will constitute valid and binding
obligations of the Company and the Guarantors, as applicable, enforceable
against them in accordance with their terms.

         The opinions set forth above are subject to the following
qualifications and exceptions:

         (a) Our opinions stated above are subject to the effect of any
applicable bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or other similar
laws of general application affecting creditors' rights.

         (b) Our opinions stated above are subject to the effect of general
principles of equity, including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing, and other similar doctrines
affecting the enforceability of agreements generally (regardless of whether
considered in a proceeding in equity or at law).

         (c) In rendering the opinions set forth above, we have assumed that, at
the time of the authentication and delivery of the New Notes, any resolutions of
the boards of directors or other appropriate governing bodies of the Company and
the Guarantors that we relied upon in connection with issuing this opinion will
not have been modified or rescinded, there will not have occurred any change in
the law affecting the authorization, execution, delivery, validity or
enforceability of the Indenture, the New Notes and the Guarantees, the
Registration Statement will have been declared effective by the Securities and
Exchange Commission and will continue to be effective, none of the particular
terms of the Indenture, the New Notes or the Guarantees will violate any
applicable law and neither the issuance and sale thereof, as applicable, nor the
compliance by the Company or the Guarantors with the terms thereof will result
in a violation of any agreement or instrument then binding upon the Company or
the Guarantors or any order of any court of governmental body having
jurisdiction over the Company or the Guarantors.

         Our opinions expressed above are limited to the general corporate laws
of the States of New York and Delaware and the federal law of the United States.

         We hereby consent to your filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the caption
"Legal Matters" contained in the Prospectus that is a part of the Registration
Statement. In giving such consents, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.

                                    Very truly yours,

                                    /s/ Honigman Miller Schwartz and Cohn LLP
                                    HONIGMAN MILLER SCHWARTZ AND COHN LLP