Attached files
file | filename |
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S-1/A - FORM S-1/A - PENSKE AUTOMOTIVE GROUP, INC. | a48757asv1za.htm |
EX-1.1 - EX-1.1 - PENSKE AUTOMOTIVE GROUP, INC. | a48757aexv1w1.htm |
Exhibit 5.1
[Penske Automotive Group, Inc. Letterhead]
January 29, 2010
Penske Automotive Group, Inc.
2555 Telegraph Road
Bloomfield Hills, Michigan 48302-0954
2555 Telegraph Road
Bloomfield Hills, Michigan 48302-0954
RE: Registration Statement on Form S-1, No. 333-164453 (the Registration Statement)
Ladies and Gentlemen:
I am acting as counsel for Penske Automotive Group, Inc., a Delaware corporation (the
Company), in connection with the proposed underwritten public offering (the Offering) by Penske
Automotive Holdings Corp. and International Motor Cars Group II, L.L.C. (together, the Selling
Stockholders) of shares (the Shares) of common stock, par value $0.0001 per share, of the
Company, including Shares which may be offered and sold upon the exercise of an overallotment
option to purchase additional Shares which may be granted to the underwriters by Penske Automotive
Holdings Corp. The Shares are to be offered to the public pursuant to a purchase agreement to be
entered into among the Company, the Selling Stockholders and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and J.P. Morgan Securities Inc., as representatives of the underwriters (the Purchase
Agreement). With your permission, all assumptions and statements of reliance set forth herein have
been made without any independent investigation or verification on my part except to the extent
otherwise expressly stated, and I express no opinion with respect to the subject matter or accuracy
of such assumptions or items relied upon.
I have examined originals or copies certified or otherwise identified to my satisfaction of
such documents, corporate records, certificates of public officials and other instruments as I have
deemed necessary or appropriate for the purposes of this opinion. I have also conducted such
investigations of fact and law as I have deemed necessary or advisable for purposes of this
opinion. In such examination, I have assumed the genuineness of all signatures, the authenticity of
all documents submitted to me as originals and the conformity to authentic original documents of
all documents submitted to me as copies. As to any facts material to this opinion that I did not
independently establish or verify, I have, with your consent, relied upon the statements,
certificates and representations of officers and other representatives of the Company and others,
in each case, as I have deemed necessary or appropriate for the purposes of this opinion.
Based upon the foregoing and subject to the limitations, qualifications and assumptions set
forth herein, I am of the opinion that the Shares registered pursuant to the Registration Statement
to be sold by the Selling Stockholders have been duly authorized and are validly issued, fully paid
and non-assessable.
I am a member of the Bar of the State of New York and the Bar of the State of Michigan, and I
have not considered, and I express no opinion as to, the laws of any jurisdiction other than the
laws of the State of New York, the State of Michigan, the General Corporation Law of the State of
Delaware (which includes the statutory provisions and all applicable provisions of the Delaware
Constitution and the reported judicial cases interpreting those laws currently in effect) and the
federal laws of the United States of America, in each case as in effect on the date hereof (the
Relevant Laws). The opinion expressed herein is given as of the date of effectiveness of the
Registration Statement.
I hereby consent to the filing of a copy of this opinion as an exhibit to the Registration
Statement and to the use of my name in the prospectus forming a part of the Registration Statement.
In giving this consent, I do not thereby admit that I am within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and
regulations thereunder.
Very truly yours,
/s/ Shane M. Spradlin
Shane M. Spradlin
General Counsel
General Counsel