EXHIBIT 5.1

          [FORM OF OPINION OF PARKER, POE, ADAMS & BERNSTEIN L.L.P.]

                                       , 1999

Board of Directors
Sonic Automotive, Inc.
5401 East Independence Boulevard
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 (File No. 333-71803) on Form S-3 (as amended through the
date hereof, the "Registration Statement") relating to 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
shares (the "Shares") of Class A Common Stock, par value $.01 per share (the
"Common Stock"), consisting of      shares (the "Company Firm Shares") to be
offered by the Company, an additional      shares to be offered by the selling
stockholders named in the Registration Statement (collectively, the "Selling
Stockholders"), and up to an additional      shares (the "Company Option
Shares" and together with the Company Firm Shares, the "Company 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 overallotments. The Shares are proposed to be sold pursuant to
a Purchase Agreement among the Company, the Selling Stockholders, and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BancBoston
Robertson Stephens, Inc., Stephens, Inc. and NationsBanc Montgomery Securities
LLC, as representatives of the several Underwriters, a form of which 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 Purchase 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 Company Shares, a certificate of good standing from
the State of Delaware 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 incorporated, validly existing and in
      good standing under the laws of the State of Delaware.

   2. The execution, attestation, issuance and delivery against payment by the
      Company of the Company 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 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, the Company, and each of the Selling
      Stockholders, and (d) the Company Shares shall have been duly executed,
      attested, issued, delivered and paid for in accordance with the terms of
      the Purchase Agreement, then the Company Shares will be duly and 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,