Exhibit 5
July 1, 2004
Board of Directors
Sonic Automotive, Inc.
5401 East Independence Boulevard
Charlotte, North Carolina 28212
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. Stock Incentive 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