EXHIBIT 5.1


                       [VINSON & ELKINS L.L.P. LETTERHEAD]


                               December 21, 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"), 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 of up to 500,000 shares of
Common Stock, par value $.01 per share (the "Shares"), pursuant to the Group 1
Automotive, Inc. 1998 Employee Stock Purchase Plan (the "Plan").

         In connection with the foregoing, we have examined or are familiar with
the Restated Certificate of Incorporation of the Company, the Bylaws of the
Company, the corporate proceedings with respect to the issuance of the Shares,
and the Registration Statement on Form S-8 filed in connection with the
registration of the Shares (the "Registration Statement"), and such other
certificates, instruments and documents as we have considered necessary or
appropriate for purposes of this opinion.

         Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when the Shares are issued in accordance with the
provisions of the Plan, will be validly issued and fully paid and
non-assessable.

         The foregoing opinion is limited to the laws of the United States of
America and the State of Texas, the Constitution of the State of Delaware and to
the General Corporation Law of the State of Delaware, as interpreted by federal
courts and the courts of the State of Delaware.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. 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.