Exhibit 5.1
[Letterhead of Parker, Poe, Adams & Bernstein L.L.P.]
December 11, 2000
Sonic Automotive, Inc.
5401 East Independence Boulevard
P.O. Box 18747
Charlotte, NC 28212
Sonic Automotive, Inc.
Registration Statement on Form S-3
Registration Nos. 333-50430 and 333-50430-01 through 333-50430-G7
Ladies and Gentlemen:
We have acted as counsel for Sonic Automotive, Inc., a Delaware
corporation (the "Company") and the Guarantors (as defined below), in connection
with the registration by the Company and the 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 $.10 per share, of the Company in one or more
series ("Preferred Stock"), (iii) shares of Class A common stock, par value $.01
per share, of the Company ("Common Stock") and (iv) warrants to purchase shares
of Common Stock ("Warrants") and (b) by the subsidiaries of the Company (the
"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, Common Stock, Warrants and Guarantees offered by the Company in
any such offering will not exceed $300,000,000 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 Common
Stock, the Warrants 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 the supplements to the Prospectus
contained in the Company's Form S-3 Registration Statement (Registration Nos.
333-50430 and 333-50430-01 through 333-50430-G7), as amended (the "Registration
Statement"), to which this opinion is an exhibit.
We have also acted as counsel for the Company in connection with the
registration by the Company under the Securities Act, of the resale by certain
selling stockholders listed in the Registration Statement (the "Selling
Stockholders") of 57,976 shares of Common Stock that were issued by the Company
in connection with the acquisitions of the Selling Stockholders' businesses (the
"Resale Shares").
Sonic Automotive, Inc.
December 11, 2000
Page 2
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) the Amended and Restated Certificate of
Incorporation and Bylaws (or other organizational documents) of the Company and
each of the 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 together with the Senior Debt Indenture, the "Indentures")
relating to subordinated debt of the Company ("Subordinated Debt Securities" and
together with the Senior Debt Securities, the "Debt Securities"), including any
Guarantees thereof, included as an exhibit to the Registration Statement, (iv)
all actions of the Company's Board of Directors recorded in the Company's minute
book, (v) that certain Agreement and Plan of Merger and Reorganization dated as
of October 31, 1999, by and among the Company, FAA Acquisition Corp.,
FirstAmerica Automotive, Inc. and Certain of the Stockholders of FirstAmerica
Automotive, Inc. and (vi) such other certificates, instruments and documents as
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; (iv) all Securities 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; (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); and (ix) the Resale Shares have been issued and will be sold in
compliance with applicable federal and state securities laws and such sales will
be in the manner stated in the Registration Statement.
In addition, in connection with this opinion, with respect to
Guarantors that were organized in jurisdictions other than North Carolina or
Delaware, we have assumed that the applicable laws of such jurisdictions are the
same as the laws of North Carolina.
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
Sonic Automotive, Inc.
December 11, 2000
Page 3
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,
authenticated and delivered 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.
(ii) When (a) the applicable Indenture has been duly
qualified under the TIA, (b) the board of directors
of the applicable 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 Guarantor and so as to comply with
any requirements or restriction imposed by any court
or governmental body having jurisdiction over such
Guarantor, and (d) such Guarantees have been duly
executed, authenticated and delivered 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 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 the applicable warrant agreement to be entered
into in connection with the issuance of Warrants has
been duly authorized, executed and delivered by the
Company and the warrant agent, the specific terms of
a particular Warrant have been duly authorized and
established in accordance with the applicable warrant
agreement, such Warrants have been duly authorized,
executed, issued and delivered against payment
therefor in accordance with the applicable warrant
agreement and the applicable underwriting or other
agreement and such Warrants have been issued and sold
as contemplated in
Sonic Automotive, Inc.
December 11, 2000
Page 4
the Registration Statement, such Warrants will be
duly authorized, validly issued, fully paid and
non-assessable.
(iv) 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 (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
non-assessable, and any shares of Common Stock or of
any series of Preferred Stock issued upon conversion
of any Debt Securities or the exercise of any
Warrant, in accordance with the terms of the
applicable Indenture or warrant agreement, as the
case may be, will be duly authorized, validly issued,
fully paid and non-assessable.
(v) The 7,247 shares of Common Stock issued by the
Company to TCW Leveraged Income Trust, L.P. have been
duly authorized and validly issued and are fully paid
and non-assessable.
(vi) The 724 shares of Common Stock issued by the Company
to TCW Shared Opportunity Fund II., L.P. have been
duly authorized and validly issued and are fully paid
and non-assessable.
(vii) The 3,623 shares of Common Stock issued by the
Company to Crescent/Mach I Partners, L.P. have been
duly authorized and validly issued and are fully paid
and non-assessable.
(viii) The 24,831 shares of Common Stock issued by the
Company to TCW/Crescent Mezzanine Partners, L.P. have
been duly authorized and validly issued and are fully
paid and non-assessable.
(ix) The 10,595 shares of Common Stock issued by the
Company to TCW/Crescent Mezzanine Trust have been
duly authorized and validly issued and are fully paid
and non-assessable.
(x) The 956 shares of Common Stock issued by the Company
to TCW/Crescent Mezzanine Investment Partners, L.P.
have been duly authorized and validly issued and are
fully paid and non-assessable.
The opinions expressed herein is limited to the General Corporation Law
of the State of Delaware and the laws of the States of New York and North
Carolina, as currently in effect.
Sonic Automotive, Inc.
December 11, 2000
Page 5
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus and "Legal Matters" in any prospectus
supplement forming part of the Registration Statement. In giving such consent,
we do not hereby admit that we are in the category of such persons whose consent
is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Parker, Poe, Adams & Bernstein L.L.P.