Exhibit 5.1
[LETTERHEAD OF PARKER, POE, ADAMS & BERNSTEIN]
September 20, 2000
Board of Directors
Sonic Automotive, Inc.
5401 East Independence Blvd.
Charlotte, North Carolina 28212
Dear Sirs:
We are acting as counsel to Sonic Automotive, Inc., a Delaware corporation
(the "Company"), in connection with the preparation, execution, filing and
processing with the Securities and Exchange Commission (the "Commission"),
pursuant to the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the issuance and sale of up to 1,500,000 shares (the "Shares") of common stock,
par value $.01 per share (the "Common Stock"), reserved for issuance under the
Company's 1997 Stock Option Plan Amended and Restated as of June 5, 2000 (the
"Plan"), in addition to the 4,500,000 shares of Common Stock reserved under the
Plan and previously registered on the Company's Registration Statements on Form
S-8 (Registration Nos. 333-65447 and 333-81053). This opinion is furnished to
you for filing with the Commission pursuant to Item 601(b)(5) of Regulation S-K
promulgated under the Act.
In our representation of the Company, we have examined the Registration
Statement, the Plan, and the Company's Amended and Restated Certificate of
Incorporation and Bylaws, each as amended to date, all pertinent actions of the
Company's Board of Directors recorded in the Company's minute book, the form of
certificate evidencing the Shares and such other documents as we have considered
necessary for purposes of rendering the opinions expressed below.
Based upon the foregoing, we are of the opinion that:
The Shares have been duly authorized for issuance and, subject to
the Registration Statement becoming effective under the Act and to
compliance with any applicable state securities laws and
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Board of Directors
Sonic Automotive, Inc.
September 20, 2000
Page 2
to the issuance of such Shares in accordance with the provisions of
the Plan, the Shares will be, when so issued, legally issued, fully
paid and non-assessable shares of Common Stock of the Company.
The opinions expressed herein are limited to the General Corporation Law
of the State of Delaware and the Act.
We hereby consent to the use of this opinion letter as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not admit that we are ins
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Parker, Poe, Adams & Bernstein
