EXHIBIT 5.1
[FOSTER PEPPER & SHEFELMAN LETTERHEAD]
June 8, 2000
Board of Directors
Lithia Motors, Inc.
360 E. Jackson St.
Medford, Oregon 97501
Re: Form S-8 Registration
250,000 Additional Shares under the 1998
Employee Stock Purchase Plan
Gentlemen:
This firm is special counsel to Lithia Motors, Inc., an Oregon
corporation, (the "Company") and, in that capacity, has assisted in the
preparation of certain documents relating to the issuance of up to 250,000
shares of the Company's common stock ("Shares") in accordance with the
Company's 1998 Employee Stock Purchase Plan (the "Plan"); in particular, the
Company's Registration Statement on Form S-8 (the "Registration Statement")
registering an additional 250,000 shares pursuant to the Plan.
In the course of our representation as described above, we have examined
the Plan, the Registration Statement prepared for filing with the Securities
and Exchange Commission and related documents and correspondence. We have
reviewed the Restated Articles of Incorporation, as amended, the Bylaws of the
Company, and minutes of certain meetings of the Company's Board of Directors.
We have also received from the officers of the Company certificates and other
representations concerning factual matters. We have received such certificates
from, and have had conversations with, public officials in those jurisdictions
in which we have deemed it appropriate.
As to matters of fact, we have relied upon the above certificates,
documents and investigation. We have assumed without investigation the
genuineness of all signatures and the authenticity and completeness of all of
the documents submitted to us as originals and the conformity to authentic and
complete original documents of all documents submitted to us as certified or
photostatic copies.
Based upon and subject to all of the foregoing, we are of the opinion
that:
The Shares have been validly authorized, and when (i) the Registration
Statement becomes effective; (ii) the Shares have been delivered against
payment therefore as contemplated by the Registration Statement and the
Plan; and (iii) such state securities laws as may be applicable have been
complied with, then the Shares will be validly issued, fully paid and
non-assessable.
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This opinion is limited to the present laws of the State of Oregon and
the United States of America and to the facts bearing on this opinion as they
exist on the date of this letter. We disclaim any obligation to review or
supplement this opinion or to advise you of any changes in the circumstances,
laws or events that may occur after this date or otherwise update this
opinion.
This opinion is provided to you as a legal opinion only, and not as a
guaranty or warranty of the matters discussed herein. Our opinion is limited
to the matters expressly stated herein, and no other opinions may be implied
or inferred.
The opinions expressed herein are for the benefit of and may be relied
upon only by you in connection with the Plan. Neither this opinion nor any
extract therefrom nor reference thereto shall be published or delivered to any
other person or otherwise relied upon without our expressed written consent.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In giving
this consent, we don not admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the General Rules and
Regulations of the Commission.
Very truly yours,
FOSTER PEPPER & SHEFELMAN, LLP
By: /s/ Kenneth E. Roberts
Kenneth E. Roberts
Portland, Oregon
