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EXHIBIT 5.1
(713) 758-2222 (713) 758-2346
July 27, 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 $86,000,000 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.
In addition, we acted as counsel for the Company in connection with
the registration by the Company under the Securities Act of the offer and sale
by the stockholders named in the Registration Statement from time to time of up
to an aggregate of 883,116 shares (the "Shares") of Common Stock.
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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 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 by the
Company, 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
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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
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.
(iv) The Shares have been validly authorized for issuance and are
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.
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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.
/s/ Vinson & Elkins L.L.P.