EXHIBIT 5.2
JEFFER, MANGELS, BUTLER & MARMARO LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
ATTORNEYS AT LAW
SEVENTH FLOOR
1900 AVENUE OF THE STARS
LOS ANGELES, CALIFORNIA 90067-4308
TELEPHONE: (310) 203-8080 SAN FRANCISCO OFFICE
FACSIMILE: (310) 203-0567 FIFTH FLOOR
TWO EMBARCADERO CENTER
SAN FRANCISCO, CALIFORNIA 94111-3824
TELEPHONE: (415) 398-8080
FACSIMILE: (415) 398-5584
REF./FILE NO.
63373-001
September 24, 2003
Group 1 Automotive, Inc.
950 Echo Lane, Suite 100
Houston, Texas 77024
RE: GROUP 1 AUTOMOTIVE, INC. AND ITS SUBSIDIARIES
REGISTRATION STATEMENT ON FORM S-4 RELATED TO EXCHANGE OF
$150,000,000 PRINCIPAL AMOUNT OF 8.25% SENIOR SUBORDINATED NOTES
DUE AUGUST 15, 2013 OF GROUP I AUTOMOTIVE, INC. FOR NEW
REGISTERED NOTES
Ladies and Gentlemen:
We have acted as special California counsel for Group 1 Automotive,
Inc., a Delaware corporation (the "Company"), with respect to certain legal
matters described herein 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 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
Schedule I attached hereto as guarantors (the "DESIGNATED GUARANTORS") of the
Exchange Notes. The Initial Notes and the Exchange Notes are collectively
referred to herein as the "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 certain other 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 certain
other 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 not participated in the negotiation or preparation of the
Registration Statement, the Indenture or the Guarantees. In our capacity as
special California counsel, we have examined only copies of the documents listed
on Schedule II hereof (such documents collectively being the "DESIGNATED
GUARANTOR DOCUMENTS"); we have not examined copies of any other documents
related to the Registration Statement, the Initial Notes or the Exchange
JEFFER, MANGELS, BUTLER & MARMARO LLP
Group 1 Automotive, Inc.
September 24, 2003
Page 2
Notes. 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.
In our review and examination of the Designated Guarantor Documents we
have assumed: (i) the genuineness of all signatures; (ii) the authenticity of
all documents submitted to us as originals and the conformity to authentic
original documents of all documents submitted to us as certified, conformed or
photostatic copies thereof; (iii) except with respect to the Designated
Guarantors in connection with the Designated Guarantor Documents, that all
signatories have adequate power and authority and have taken all necessary
actions to execute, deliver and perform such parties' obligations under such
documents and have executed and delivered such documents; and (iv) each person
signing a document is a competent adult person not operating under any legal
disability, duress or having been defrauded in the execution of documents.
In rendering the opinions set forth herein, we have relied upon
certificates of officers of the Company and/or the Designated Guarantors,
certificates of public officials and such other documents, records and
information as we have deemed necessary or appropriate.
In rendering this opinion, we have not made any independent
investigation as to accuracy or completeness of any facts or representations,
warranties, data or other information, whether written or oral, that may have
been made by or on behalf of the parties, except as specifically set forth
herein.
In rendering this opinion, we have assumed that there are no
understandings, documents or agreements between or among any of the parties to
any of the Designated Guarantor Documents that would expand or otherwise modify
the obligations of the parties regarding the transactions contemplated by the
Designated Guarantor Documents or would have any effect on the opinions rendered
herein.
Based upon the foregoing, and subject to the qualifications set forth
herein, it is our opinion that: (1) each of the Designated Guarantors has been
duly incorporated and is validly existing as a corporation, in good standing
under the laws of the State of California, with corporate power and authority to
own its properties and conduct its business as described in the Registration
Statement, (2) the Indenture and the Guarantees have been duly authorized,
executed and delivered by each of the Designated Guarantors, and (3) each
Designated Guarantor had, as of the date the Indenture and Guarantees were
signed, full corporate power and authority to issue the Guarantee to which that
Designated Guarantor is a party.
We are licensed to practice law only in the State of California. The
foregoing opinion applies only with respect to the effect of federal law and the
laws of the State of California on the subject transaction, and we express no
opinion with respect to the laws of any other jurisdiction.
JEFFER, MANGELS, BUTLER & MARMARO LLP
Group 1 Automotive, Inc.
September 24, 2003
Page 2
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.
This opinion is delivered to you solely in connection with the Exchange
Offer, may be relied on by you and Vinson & Elkins L.L.P., but may not be relied
upon by any other person or for any other purpose. This opinion is stated as of
the date hereof, and we assume no responsibility to advise you or any other
person or entity of changes which may hereafter be brought to our attention.
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 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/ Jeffer, Mangels, Butler & Marmaro LLP
-----------------------------------------
Jeffer, Mangels, Butler & Marmaro LLP
CJD/p
Schedule I
California Subsidiary Guarantors
FMM, Inc.
Millbro, Inc.
Miller Automotive Group, Inc.
Miller Family Company, Inc.
Miller Imports, Inc.
Miller Infiniti, Inc.
Miller Motors Van Nuys, Inc.
Miller Nissan, Inc.
Schedule II
Designated Guarantor Documents
1. the Indenture;
2. the Guarantees executed by each Designated Guarantor;
3. that portion of the Registration Statement that describes the business
of the Designated Guarantors (which consists of the description of the
business of the Company and its subsidiaries in the Annual Report on
Form 10-K of the Company for the year ended December 31, 2002,
incorporated by reference into the Registration Statement);
4. copies of the Articles of Incorporation and Bylaws of each of the
Designated Guarantors, together with all amendments thereto, as
certified by the authorized officers thereof as the true and correct
copies thereof which are currently in full force and effect; and
5. copies of the Good Standing Certificates issued by the California
Secretary of State as of September __, 2003, certifying as to the good
standing of each of the Designated Guarantors under the laws of the
State of California.