Exhibit 5
[COMPANY LOGO HERE] |
December 20, 2002
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Moore & Van Allen PLLC Attorneys at Law Suite 4700 100 North Tryon Street Charlotte, NC 28202-4003 |
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Sonic Automotive, Inc. 6415 Idlewild Road, Suite 109 Charlotte, North Carolina 28212 |
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T 704 331 1000 F 704 331 1159 www.mvalaw.com |
Re: Registration Statement on Form S-8
Dear Madam and Sirs:
We are acting as counsel
for Sonic Automotive, Inc., a Delaware corporation (the Company), in connection with the registration on a Registration Statement on Form S-8 (the Registration Statement) under the Securities Act of 1933, as amended, of the
offer and sale of up to 2,000,000 shares of Class A common stock, par value $0.01 per share, of the Company (the Shares) to be issued upon the exercise of options under the Sonic Automotive, Inc. 1997 Stock Option Plan, as amended (the
Plan).
In rendering our opinion, we have examined, and are familiar with, and have relied as to factual matters solely upon,
originals or copies certified, or otherwise identified to our satisfaction, of such documents, corporate records or other instruments as we have deemed necessary or appropriate for the purpose of the opinion set forth herein, including, without
limitation (i) the Plan, (ii) the Companys certificate of incorporation and bylaws, as amended to date, (iii) all actions of the Companys board of directors recorded in the Companys minute book and (iv) a specimen of the form of
certificate evidencing the Shares.
Based upon and subject to the foregoing, we are of the opinion that the Shares are duly authorized
and, when issued and delivered pursuant to the terms of the Plan and the terms of any agreement relating to any of the options granted thereunder, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement.
Very truly yours,
MOORE & VAN ALLEN PLLC
/s/ Moore & Van Allen PLLC
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Raleigh, NC Durham, NC Charleston, SC |