EXHIBIT 5.1


   
November 3, 1998
    


Board of Directors
Sonic Automotive, Inc.
5401 East Independence Boulevard
Charlotte, North Carolina 28218

Dear Sirs:

     We are acting as counsel to Sonic Automotive, Inc., a Delaware corporation
(the "Company") and its subsidiaries, as guarantors (the "Guarantors" and,
collectively with the Company, the "Issuers"), 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. 333-64397 and Nos.
333-64397-001 through 333-64397-044) on Form S-4 (as amended through the date
hereof, the "Registration Statement"). 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 proposed offer to exchange (the
"Exchange Offer") by the Company of its $125,000,000 aggregate principal amount
of 11% Senior Subordinated Notes due 2008 (the "Exchange Notes") and the
guarantees (the "Guarantees" and, collectively with the Exchange Notes, the
"Securities") by the Guarantors of the Company's obligations under the Exchange
Notes, for any and all of the Company's $125,000,000 aggregate principal amount
of 11% Senior Subordinated Notes due 2008 currently outstanding and the
guarantees by the Guarantors of the Company's obligations thereunder (the "Old
Notes").

     In our representation of the Company and the Guarantors, we have examined
(i) the Registration Statement, (ii) the Company's Certificate of Incorporation
and Bylaws, each as amended to date, (iii) each of the Guarantors' respective
Articles of Incorporation or Organization, as the case may be, and Bylaws,
Operating Agreement or Limited Partnership Agreement, as the case may be, all
as amended to date, (iv) all actions of the Company's Board of Directors
recorded in the Company's minute book, (v) all actions of the Guarantors'
respective Board of Directors, Board of Governors, Managers or General
Partners, as the case may be, recorded in the respective Guarantors' minute
books, (vi) the form of Old Note, (vii) the form of Exchange Note, (viii) the
form of Guarantees, (ix) the Indenture dated as of July 1, 1998 between the
Issuers and U.S. Bank Trust National Association, as trustee (the "Trustee"),
under which the Old Notes with the Guarantees were issued and the Exchange
Notes with the Guarantees will be issued, (x) certificates of good standing or
existence, as the case may be, with respect to the Issuers from the States of
Alabama, Delaware, Florida, Georgia, Nevada, North Carolina, Ohio, South
Carolina, Tennessee and Texas and (xi) 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:

     When (a) the Indenture, under which the Securities will be issued, has
been qualified under the Trust Indenture Act of 1939, as amended, (b) the
Exchange Notes have been executed by the Company and the Guarantees have been
executed by each of the Guarantors and (c) the Securities have been delivered
in exchange for the Old Notes and the guarantees endorsed thereon in the manner
stated in the Registration Statement and the Indenture, the Securities will be
validly issued, fully paid and non-assessable, and will be binding obligations
of the Company (in the case of the Exchange Notes) and the Guarantors (in the
case of the Guarantees), except as may be limited by: (i) the effect of
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
rights or remedies of creditors; (ii) the effect of general principles of
equity, whether enforcement is considered in a proceeding in equity or at law,
and the discretion of the court before which any proceeding therefor may be
brought; and (iii) the unenforcebility under certain circumstances, as contrary
to public policy, under law or court decisions of provisions providing for the
indemnification or exculpation of, or contribution to, a party.

     We express no opinion as to the validity, binding effect or enforceability
of any provision of the Exchange Notes or the Guarantees: (1) relating to
indemnification or contribution; (2) containing any purported waiver, release,
variation, disclaimer, consent or other agreement of similar effect (all of the
foregoing, a "Waiver") by the Company or any Guarantor under any of such
agreements to the extent limited by provisions of applicable law (including
judicial decisions), or to the extent that such a Waiver applies to a right,
claim, duty, defense or ground for discharge otherwise existing or occurring as
a matter of law (including judicial decisions), except to the extent that such
a Waiver is effective under, and is not prohibited by or void or invalid under
provisions of applicable law (including judicial decisions), or any Waiver in
the Guarantee insofar as it

relates to causes or circumstances that would operate as a discharge or release
of, or defense available to the Guarantors thereunder as a matter of law
(including judicial decisions), except to the extent such Waiver is effective
under and is not prohibited by or void or invalid under applicable law
(including judicial decisions); (3) relating to choice of governing law to the
extent that the validity, binding effect or enforceability of any such
provision is to be determined by any court other than a court of the State of
New York or a federal district court sitting in the State of New York and
applying the law of the State of New York; (4) specifying that provisions
thereof may be waived only in writing, to the extent that an oral agreement or
an implied agreement by trade practice or course of conduct has been created
that modifies any provision of such agreement; and (5) purporting to give any
person or entity the power to accelerate obligations without any notice to the
obligor.

     In addition to the foregoing, our opinions expressed herein are subject to
the following qualifications: (a) provisions in the Guarantees that provide
that the Guarantors' liability thereunder shall not be affected by actions or
failures to act on the part of the holders or the Trustee or by amendments or
waivers of provisions of documents governing the guaranteed obligations might
not be enforceable under circumstances and in the event of actions that change
the essential nature of the terms and conditions of the guaranteed obligations;
(b) we express no opinion as to whether the Guarantee would be deemed by a
court of competent jurisdiction to be within the authorized corporate power of
any Guarantor; and (c) we have assumed consideration that is fair and
sufficient to support the agreements of each Guarantor under the Guarantee has
been, and would be deemed by a court of competent jurisdiction to have been,
duly received by each Guarantor.

     The opinions expressed herein are limited to matters governed by the laws
of the States of North Carolina and New York, the General Corporation Law of
the State of Delaware, the Act and the applicable business corporation, limited
liability company or limited partnership laws of the States of Alabama,
Florida, Georgia, Nevada, Ohio, South Carolina, Tennessee and Texas. We do not
purport to be expert with respect to the laws of the States of Alabama,
Florida, Georgia, Nevada, Ohio, Tennessee and Texas and our opinions with
respect to the laws of such states is based solely upon our reading of the
texts of the relevant corporate, limited liability company and limited
partnership statutes as set forth in the Corporation Guide and the State
Limited Liability Company & Partnership Laws, both published by Aspen Law &
Business.

     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,


   
                                     /S/ PARKER, POE, ADAMS & BERNSTEIN L.L.P.