Exhibit 5.1

                                                                   , 1997




Board of Directors
Sonic Automotive, Inc.
5401 East Independence Boulevard
Charlotte, North Carolina

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 (No. 333-33295) on Form S-1 (as amended through the
date hereof, the "Registration Statement") and the issuance and sale of the
Shares referred to below. 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.

         The Registration Statement covers the issuance and sale of up to
5,750,000 shares (the "Shares") of Class A Common Stock, par value $.01 per
share (the "Common Stock"), consisting of 5,000,000 shares to be offered by the
Company, and up to 750,000 shares that the several underwriters to be party to
the Purchase Agreement referred to below (the "Underwriters") will have an
option to purchase from the Company solely to cover over-allotments. The Shares
are proposed to be sold pursuant to a Purchase Agreement among the Company and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wheat,
First Securities, Inc. and NationsBanc Montgomery Securities, Inc. as
representatives of the several Underwriters, a form of which Purchase Agreement
is filed as Exhibit 1.1 to the Registration Statement (the "Purchase
Agreement").

         In our representation of the Company, we have examined the Registration
Statement, the Underwriting Agreement, the Company's Amended and Restated
Certificate of Incorporation and Bylaws, as amended to date, all 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 following opinion:





         1.       The Company is a corporation duly organized, validly existing
                  and in good standing under the laws of the State of Delaware.

         2.       The completion, execution, attestation, issuance and delivery
                  against payment by the Company of the Shares pursuant to the
                  terms of the Purchase Agreement have been duly authorized by
                  all necessary corporate action on behalf of the Company.

         3.       When (a) the Company shall have complied with the registration
                  and prospectus delivery requirements of the Act and with such
                  state securities or "blue sky" laws as may be applicable, (b)
                  the Purchase Agreement in definitive form shall have been duly
                  completed by including therein the purchase price of the
                  Shares and related terms, (c) the Purchase Agreement as so
                  completed shall have been duly executed and delivered by or on
                  behalf of the Underwriters and by or on behalf of the Company,
                  and (d) the Shares shall have been duly completed, executed,
                  attested, issued, delivered and paid for in accordance with
                  the terms of the Purchase Agreement, then the Shares will be
                  validly issued, fully paid and nonassessable.

         The opinions expressed herein are limited to the laws of the State of
North Carolina, 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 and to the use of our name under the heading "Legal
Matters" in related prospectuses. In giving this consent, we do not admit that
we are in 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,