Exhibit 5.1
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Moore & Van Allen
Moore & Van Allen PLLC
Attorneys at Law
T 704 331-1000
F 704 331 1159
Suite 4700
100 North Tryon Street
Charlotte, NC 28202-4003
April 19, 2002
Sonic Automotive, Inc.
5401 East Independence Boulevard
Charlotte, NC 28212-5401
Re: Sonic Automotive, Inc.
Registration Statement on Form S-3
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
Debt Securities, Preferred Stock, Common Stock, 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 filed on the date hereof, 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 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 relevant actions of the Board of Directors (or other equivalent governing
Sonic Automotive, Inc.
April 19, 2002
Page 2
body) or committee thereof recorded in the minute book of the Company and the
Guarantors (as applicable), and (v) such other certificates, instruments and
documents as we considered appropriate for purposes of the opinion 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; 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 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 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
Sonic Automotive, Inc.
April 19, 2002
Page 3
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 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.
The opinion 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.
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 or
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/ Moore & Van Allen PLLC