EXHIBIT 5.4
[LETTERHEAD OF SUTIN THAYER & BROWNE A PROFESSIONAL CORPORATION]
September 24, 2003
Group 1 Automotive, Inc.
950 Echo Lane, Suite 100
Houston, Texas 77024
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special New Mexico (the "State") counsel for the
Designated Guarantors (defined below) with respect to certain legal matters in
connection with the Registration Statement on Form S-4 (the "Registration
Statement") filed with the Securities and Exchange Commission (the "Commission")
in connection with the registration by Group 1 Automotive, Inc., a Delaware
corporation (the "Company") under the Securities Act of 1933, as amended (the
"Securities Act") of (i) the offer and exchange by the Company (the "Exchange
Offer") of $150,000,000 aggregate principal amount of its 8.25% Senior
Subordinated Notes due August 15, 2013 (the "Initial Notes"), for a new series
of notes bearing substantially identical terms and in like principal amount (the
"Exchange Notes") and (ii) the guarantees (the "Guarantees") of certain
subsidiaries of the Company listed on Annex I attached hereto as guarantors (the
"Designated Guarantors") of the Initial Notes and the Exchange Notes. The
Initial Notes were issued, and the Exchange Notes will be issued, under an
Indenture dated as of August 13, 2003 among the Company, the Designated
Guarantors and Wells Fargo Bank, N.A., as Trustee, and the First Supplemental
Indenture dated as of August 13, 2003 among the Company, the Designated
Guarantors and Wells Fargo Bank, N.A., as Trustee (the Indenture and the First
Supplemental Indenture, collectively, the "Indenture"). The Exchange Offer will
be conducted on such terms and conditions as are set forth in the prospectus
contained in the Registration Statement to which this opinion is filed as an
exhibit.
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of (i) the Registration Statement, (ii) the Indenture; (iii)
the Guarantees and (iv) such other corporate records, certificates, statutes and
other instruments and documents as we have considered necessary or appropriate
for purposes of the opinions hereafter expressed. In connection with this
opinion, we have assumed that the Registration Statement, and any amendments
thereto (including post-effective amendments), will have become effective and
the Exchange Notes will be issued and sold in compliance with applicable federal
and state securities laws and in the manner described in the Registration
Statement.
Based on the foregoing and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that, (1)
each of the Designated Guarantors is a
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September 24, 2003
corporation duly organized and validly existing under the laws of the State,
with corporate power and authority to own its properties and conduct its
business and, based upon the records of the New Mexico Public Regulation
Commission accessed electronically by us on September 24, 2003, and upon which
we have solely relied, is in good standing under the laws of the State, (2) the
Indenture and the Guarantees have been duly authorized by each of the Designated
Guarantors, and (3) each Designated Guarantor has full corporate authority to
enter into the Guarantees.
We have also assumed that (i) there are no organizational or governing
documents of the Designated Guarantors other than those described in Annex II
hereto that would bear upon or affect the opinions given herein; (ii) all
signatures of the Designated Guarantors on the Indenture and the Guarantees are
genuine; (iii) all documents submitted to us as originals are authentic and all
documents submitted to us as copies conform to the originals; (iv) the legal
capacity of all natural persons; (v) the facts stated in all such documents are
true and correct; and (vi) the Unanimous Written Consent of The Board of
Directors In Lieu of a Meeting of the Group 1 Automotive, Inc. Corporate
Subsidiaries dated August 7, 2003, has not been rescinded or modified and is in
full force and effect.
We express no opinions concerning (a) the validity or enforceability of
any provisions contained in the Indenture that purport to waive or not give
effect to rights to notices, defenses, subrogation or other rights or benefits
that cannot be effectively waived under applicable law; or (b) the
enforceability of indemnification or contribution provisions to the extent they
purport to relate to liabilities resulting from or based upon negligence or any
violation of federal or state securities or blue sky laws; and (c) any matters
involving federal or state securities laws or regulations.
We are licensed to practice law only in the State. The foregoing opinions
apply only with respect to the effect of the laws of the State on the subject
transaction, and we express no opinion with respect to the laws of any other
jurisdiction.
This opinion is limited to the matters expressly set forth herein, and no
opinion is implied or may be inferred beyond the matters expressly stated
herein. We make no undertaking to update the opinions expressed in this letter
if changes in the law occur or facts or circumstances come to our attention
after the date of this letter which could affect our opinions.
This opinion is delivered to you solely in connection with the subject
transaction, may be relied on by you and Vinson & Elkins L.L.P. as your counsel,
but may not be relied upon by any other person or for any other purpose.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our firm name in the prospectus forming
a part of the Registration Statement under the caption "Legal Matters." By
giving such consent, we do not admit that we are within
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September 24, 2003
the category of person whose consent is required under Section 7 of the
Securities Act or the rules and regulation of the Commission issued thereunder.
Respectfully submitted,
/s/ Sutin, Thayer & Browne,
A Professional Corporation
ANNEX I
Designated Guarantors
Casa Chevrolet, Inc.
Casa Chrysler Plymouth Jeep Inc.
Sunshine Buick Pontiac GMC Truck, Inc.
ANNEX II
"Organizational Documents"
Casa Chevrolet, Inc.
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Certificate of Incorporation dated February 24, 1998.
Articles of Incorporation filed February 24, 1998
Bylaws (N.M. -- 378 -- 1/6/93)
Casa Chrysler Plymouth Jeep Inc.
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Certificate of Incorporation dated February 24, 1998
Articles of Incorporation filed February 24, 1998
Bylaws (N.M. -- 378 -- 1/6/93)
Sunshine Buick Pontiac GMC Truck, Inc.
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Bylaws adopted May 28, 1998 and amended August 10, 1998