EXHIBIT 5.1
[VINSON & ELKINS L.L.P. LETTERHEAD]
October 25, 2001
Group 1 Automotive, Inc.
950 Echo Lane, Suite 100
Houston, Texas 77024
Ladies and Gentlemen:
We have acted as counsel for Group 1 Automotive, Inc., a Delaware
corporation (the "Company"), and its subsidiaries (the "Subsidiary Guarantors")
with respect to certain legal matters in connection with the registration by the
Company under the Securities Act of 1933, as amended (the "Securities Act"), of
the offer and sale (a) by the Company from time to time, pursuant to Rule 415
under the Securities Act, of (i) unsecured debt securities, in one or more
series, consisting of notes, debentures or other evidences of indebtedness (the
"Debt Securities"), (ii) shares of preferred stock, par value $.01 per share, of
the Company in one or more series (the "Preferred Stock"), which may be issued
in the form of depositary shares evidenced by depositary receipts ("Depositary
Shares"), (iii) shares of common stock, par value $.01 per share, of the Company
including attached preferred share purchase rights (the "Common Stock"), and
(iv) warrants (the "Warrants") to purchase Common Stock and (b) by the
Subsidiary Guarantors from time to time, pursuant to Rule 415 under the
Securities Act, of guarantees of the obligations of the Company under the Debt
Securities (the "Guarantees"). The aggregate initial offering prices of the Debt
Securities, Preferred Stock, Depositary Shares, Common Stock and Warrants
offered by the Company pursuant to the Company's Registration Statement on Form
S-3 (the "Registration Statement"), to which this opinion is an exhibit, will
not exceed $16,300,000 or, if applicable, the equivalent thereof in any other
currency or currency unit. The term "Securities" refers collectively to the Debt
Securities, Preferred Stock, Depositary Shares and Common Stock to be offered by
the Company and any Guarantees offered by the Subsidiary Guarantors. The
Securities will be offered in amounts, at prices and on terms to be determined
in light of market conditions at the time of sale and to be set forth in
supplements to the Prospectus ("Prospectus Supplements") contained in the
Company's Registration Statement on Form S-3 to which this opinion is an
exhibit.
Before rendering our opinions hereinafter set forth, we examined such
certificates, instruments and documents, and we reviewed such questions of law,
as we considered appropriate.
In connection with this opinion, we have assumed: (i) the Registration
Statement, and any amendments thereto (including post-effective amendments),
have become effective; (ii) a
Group 1 Automotive, Inc.
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October 25, 2001
Prospectus Supplement will have been prepared and filed with the Commission
describing any Securities offered thereby; (iii) all Securities will be issued
and sold in compliance with applicable federal and state securities laws and in
the manner stated in the Registration Statement and the applicable Prospectus
Supplement; (iv) each Indenture governing the Debt Securities, each Depositary
Agreement relating to the Depositary Shares and each Warrant Agreement relating
to the Warrants will be duly authorized, executed and delivered by the parties
thereto in substantially the form reviewed by us; (v) each Indenture will have
been duly qualified under the Trust Indenture Act of 1939, as amended; (vi) at
the time of any offering or sale of any shares of Common Stock or Preferred
Stock, the Company will have the number of shares of Common Stock or Preferred
Stock, as set forth in the Prospectus Supplement relating to such offering or
sale, duly authorized, established (if applicable) and available for issuance;
(vii) a definitive purchase, underwriting or similar agreement with respect to
any Securities offered will have been duly authorized and validly executed and
delivered by the Company and the other parties thereto; and (viii) Securities
issuable upon conversion, exchange or exercise of any Securities being offered
will have been duly authorized, established (if appropriate) and reserved for
issuance upon such conversion, exchange or exercise.
In addition, in connection with this opinion, with respect to
Subsidiary Guarantors that have been organized in jurisdictions other than Texas
or Delaware, we have assumed that the laws of such jurisdictions are the same as
the laws of Texas insofar as they are relevant to the Guarantees.
Based upon the foregoing, we are of the opinion that:
(i) When the terms of any Debt Securities and of their issuance
and sale have been duly established in conformity with the
applicable Indenture so as not to violate any applicable law
or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with
any requirements or restriction imposed by any court or
governmental body having jurisdiction over the Company, and
the Debt Securities have been duly executed and authenticated
in accordance with such Indenture and issued and sold as
contemplated in the Registration Statement, such Debt
Securities will constitute valid and legally binding
obligations of the Company, subject to bankruptcy, insolvency
(including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium and similar
laws relating to or affecting creditors' rights generally and
to general equitable principles, and any shares of Common
Stock issued upon conversion of any such Debt Securities in
accordance with the terms of such Indenture will be duly
authorized, validly issued, fully paid and nonassessable.
(ii) When (a) the board of directors of the applicable Subsidiary
Guarantor (or a duly authorized committee thereof) or the
other applicable governing body has taken all necessary action
to approve the issuance and terms of any Guarantee, (b) the
terms of such Guarantee have been duly established in
conformity with the applicable Indenture so as not to violate
any applicable law or result in a default under or breach of
any agreement or instrument binding upon such Subsidiary
Group 1 Automotive, Inc.
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October 25, 2001
Guarantor and so as to comply with any requirements or
restriction imposed by any court or governmental body having
jurisdiction over such Subsidiary Guarantor, and (c) the Debt
Securities relating to such Guarantee have been issued and
sold as contemplated in the Registration Statement, such
Guarantee will constitute a valid and legally binding
obligation of such Subsidiary Guarantor, subject to
bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization,
moratorium and similar laws relating to or affecting
creditors' rights generally and to general equitable
principles.
(iii) When (a) the Board of Directors of the Company (or a duly
authorized committee thereof) has taken all necessary
corporate action to approve the issuance and sale of any
shares of Common Stock or of any series of Preferred Stock
(and Depositary Shares, if applicable), and (b) such shares
have been issued and sold as contemplated in the Registration
Statement, all such shares will be duly authorized, validly
issued, fully paid and nonassessable.
(iv) When the terms of any Warrants and of their issuance and sale
have been duly established in conformity with the applicable
Warrant Agreement so as not to violate any applicable law or
result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with
any requirements or restrictions imposed by any court or
governmental body having jurisdiction over the Company, and
such Warrants have been duly executed and authenticated in
accordance with the applicable Warrant Agreement and issued
and sold as contemplated in the Registration Statement, such
Warrants will constitute valid and legally binding obligations
of the Company, subject to bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium and similar laws
relating to or affecting creditors' rights generally and to
general equitable principles, and any shares of Common Stock
issued upon exercise of any such Warrants in accordance with
the terms of the applicable Warrant Agreement will be duly
authorized, validly issued, fully paid and nonassessable.
The foregoing opinions are limited to the laws of the United States of
America and the States of Texas, New York and Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act and the rules and
regulations thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.