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EXHIBIT 5.1
(713) 758-2222 (713) 758-2346
January 25, 1999
Group 1 Automotive, Inc.
950 Echo Lane, Suite 350
Houston, Texas 77024
Ladies and Gentlemen:
We acted as counsel for Group 1 Automotive, Inc., a Delaware
corporation (the "Company") and the Subsidiary Guarantors (as defined below),
in connection with the registration by the Company and the Subsidiary
Guarantors, 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
("Debt Securities"), (ii) shares of preferred stock, par value $.01 per share,
of the Company in one or more series ("Preferred Stock"), which may be issued
in the form of depositary shares evidenced by depositary receipts ("Depositary
Shares") and (iii) shares of common stock, par value $.01 per share, of the
Company including attached preferred share purchase rights ("Common Stock") and
(b) by the subsidiaries of the Company (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 price of the Debt Securities, Preferred Stock,
Depositary Shares and Common Stock offered by the Company in any such offering
will not exceed $250,000,000 or, if applicable, the equivalent thereof in any
other currency or currency unit. The term "Securities" shall collectively refer
to the Debt Securities, the Preferred Stock, the Depositary Shares, the Common
Stock offered by the Company and the Guarantees. 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 contained in the Company's Form S-3 Registration Statement, as
amended (the "Registration Statement"), to which this opinion is an exhibit.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) the Certificate of Incorporation and Bylaws (or
other organizational documents) of the Company and each of the Subsidiary
Guarantors, (ii) the form of Senior Indenture ("Senior Debt Indenture") relating
to senior debt of the Company ("Senior Debt Securities"), including any
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Guarantees thereof, included as an exhibit to the Registration Statement, (iii)
the form of Subordinated Indenture (the "Subordinated Debt Indenture" and
collectively with the Senior Debt Indenture, the "Indentures") relating to
subordinated debt of the Company ("Subordinated Debt Securities"), including any
Guarantees thereof, included as an exhibit to the Registration Statement, and
(iv) such other certificates, instruments and documents as we considered
appropriate for purposes of the opinions hereafter expressed. In addition, we
reviewed such questions of law as we considered appropriate.
In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), have become effective; (ii) a 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 will be duly authorized, executed and delivered by the parties thereto
in substantially the form reviewed by us; (v) each person signing each Indenture
will have the legal capacity and authority to do so; (vi) at the time of any
offering or sale of any shares of Common Stock or Preferred Stock, that the
Company will have such number of shares of Common Stock or Preferred Stock, as
set forth in such offering or sale, 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 (if appropriate).
In addition, in connection with this opinion, with respect to Subsidiary
Guarantors that were organized in jurisdictions other than Texas or Delaware, we
have assumed that the applicable laws of such jurisdictions are the same as the
laws of Texas.
Based upon the foregoing examination and review, we are of the opinion
that:
(i) When (a) the applicable Indenture has been duly qualified under
the Trust Indenture Act of 1939, as amended (the "TIA"), (b) the
board of directors of the Company (or a duly authorized
committee thereof) has taken all necessary action to approve the
issuance and terms of any Debt Securities, (c) the terms of such
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 (d) such Debt Securities have been duly
executed and authenticated in accordance with the applicable
Indenture and issued and sold as contemplated in the
Registration
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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 the applicable Indenture will be
duly authorized, validly issued, fully paid and nonassessable.
(ii) When (a) the applicable Indenture has been duly qualified under
the Trust Indenture Act of 1939, as amended (the "TIA"), (b) 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, (c) 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 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 (d) such Guarantees have been duly executed and
authenticated in accordance with the applicable Indenture and
the Debt Securities relating to such Guarantees have been issued
and sold as contemplated in the Registration Statement, such
Guarantees will constitute valid and legally binding obligations
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.
The foregoing opinions are limited to the laws of the United States of
America and the State of Texas and to the General Corporation Law of the State
of 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
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persons whose consent is required under Section 7 of the Securities Act and the
rules and regulations thereunder.
/s/ Vinson & Elkins L.L.P.