Attached files
| file | filename |
|---|---|
| EX-5.1 - EX-5.1 - AUTONATION, INC. | d468524dex51.htm |
| EX-4.4 - EX-4.4 - AUTONATION, INC. | d468524dex44.htm |
| EX-4.2 - EX-4.2 - AUTONATION, INC. | d468524dex42.htm |
| EX-1.1 - EX-1.1 - AUTONATION, INC. | d468524dex11.htm |
| 8-K - 8-K - AUTONATION, INC. | d468524d8k.htm |
Exhibit 5.2
November 10, 2017
AutoNation, Inc.
200 SW 1st Avenue
Fort Lauderdale, FL 33301
| Re: | AutoNation, Inc. |
Registration Statement on Form S-3 (File No. 333-209585)
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and Corporate Secretary of AutoNation, Inc., a Delaware corporation (the “Company”), and in such capacity have acted as counsel to the Company and the subsidiary guarantors of the Company listed on Schedule I hereto (each such subsidiary, a “Guarantor”), in connection with the public offering of (i) $450,000,000 aggregate principal amount of the Company’s 3.500% Senior Notes due 2024 (the “2024 Notes”), including the guarantees thereof (the “2024 Notes Guarantees”) by the subsidiary guarantors of the Company listed on Schedule I hereto (the “Guarantors”), which will be issued under the Indenture, dated as of April 14, 2010 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented and amended, with respect to the 2024 Notes, by the Supplemental Indenture, dated as of the date hereof, by and among the Company, the Guarantors and the Trustee (the “2024 Notes Supplemental Indenture” and, together with the Base Indenture, the “2024 Notes Indenture”) and (ii) $300,000,000 aggregate principal amount of the Company’s 3.800% Senior Notes due 2027 (the “2027 Notes” and, together with the 2024 Notes, the “Notes”), including the guarantees thereof (together with the 2024 Guarantees, the “Guarantees”) by the Guarantors, which will be issued under the Base Indenture, as supplemented and amended, with respect to the 2027 Notes, by the Supplemental Indenture, dated as of the date hereof, by and among the Company, the Guarantors and the Trustee (the “2027 Notes Supplemental Indenture” and, together with the Base Indenture, the “2027 Notes Indenture” and, together with the 2024 Notes Indenture, the “Indentures”). The Notes and the Guarantees are collectively referred to herein as the “Securities”). The Underwriting Agreement (as defined below), the Indentures, and the Note Certificates (as defined below) are referred to herein collectively as the “Transaction Documents”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).
In rendering the opinions stated herein, I have examined or caused to be examined the following:
(a) the registration statement on Form S-3 (File No. 333-209585) of the Company relating to the Securities and other securities of the Company filed with the Securities and Exchange Commission (the “Commission”) on February 18, 2016 under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”) and Post-Effective Amendment No. 1 thereto filed on August 2, 2017 with the Commission, including the information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement, as so amended, being hereinafter referred to as the “Registration Statement”);
(b) an executed copy of the 2024 Notes Indenture, including Article IX of the 2024 Notes Supplemental Indenture containing the guaranty obligations of the Guarantors with respect to the 2024 Notes;
(c) an executed copy of the 2027 Notes Indenture, including Article IX of the 2027 Notes Supplemental Indenture containing the guaranty obligations of the Guarantors with respect to the 2027 Notes;
(d) an executed copy of the Underwriting Agreement, dated November 7, 2017 (the “Underwriting Agreement”), among the Company, the Guarantors and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities LLC, as representatives of the other several underwriters named therein;
(e) the forms of global certificates evidencing the Notes (the “Note Certificates”) included in the Indentures;
(f) the Certificate of Incorporation of the Company, certified by the Secretary of State of the State of Delaware as of April 14, 2010 and November 10, 2017;
(g) the certificate of incorporation, or similar organizational document, of each of the Guarantors, as certified by an authorized official of each Guarantor’s respective state of incorporation or organization;
(h) the Bylaws of the Company as amended and in effect as of February 5, 2008 and as amended and in effect as of December 12, 2016 and in effect at all subsequent times to and including the date hereof;
(i) the bylaws, or similar organizational document, of each of the Guarantors, as currently in effect;
(j) copies of certain resolutions of the directors, managers, general partners, stockholders and/or members, as applicable, of each of the Guarantors, dated February 17, 2016 and August 2, 2017; and
(k) copies of certain resolutions of the Board of Directors of the Company, dated March 25, 2010 and October 24, 2017, and resolutions of the Pricing Committee thereof, dated November 7, 2017, in each case as certified by the Assistant Secretary of the Company.
I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and the Guarantors and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and the Guarantors and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinions stated below.
In my examination, I have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company, the Guarantors and others and of public officials.
I am a member of the Florida Bar and express no opinion as to the laws of any jurisdiction other than (i) the laws of the State of Florida, (ii) the corporate and limited liability company statutes listed on Schedule II hereto, (iii) the limited partnership statutes set forth on Schedule III hereto, and (iv) the general partnership statutes set forth on Schedule IV hereto, and to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”). The opinions expressed herein is based on laws in effect on the date hereof, which laws are subject to change without possible retroactive effect. I do not express any opinion as to the effect of any law (other than Opined on Law) on the opinions stated herein. Insofar as the opinions expressed herein relate to matters governed by laws other than Opined on Law, I have assumed, without having made any independent investigation, that such laws do not affect the opinions set forth herein.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, I am of the opinion that:
| 1. | The Company and each of the Guarantors is duly incorporated or organized, as the case may be, and each of the Guarantors is validly existing in good standing under the laws of its respective state of incorporation or organization. |
| 2. | Each of the Company and the Guarantors has the corporate, limited liability company or partnership, as the case may be, power and authority to execute and deliver each of the Transaction Documents to which it is a party and to consummate the issuance and sale of the Securities contemplated thereby. |
The opinions stated herein are limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law).
I hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. I also hereby consent to the use of my name under the heading “Legal Matters” 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 or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, |
| /s/ C. Coleman G. Edmunds |
| C. Coleman G. Edmunds |
| Executive Vice President, General Counsel and Corporate Secretary of AutoNation, Inc. |
Schedule I
Guarantors
| 7 Rod Real Estate North, a Limited Liability Company 7 Rod Real Estate South, a Limited Liability Company |
| Abraham Chevrolet-Miami, Inc. |
| Abraham Chevrolet-Tampa, Inc. |
| ACER Fiduciary, Inc. |
| ACP Auto Parts, LLC |
| ACP Holding Corp. |
| AL F-L Motors, LLC |
| AL Fort Payne Motors, LLC |
| Albert Berry Motors, Inc. |
| Allen Samuels Chevrolet of Corpus Christi, Inc. |
| Allen Samuels Chevrolet of Waco, Inc. |
| Allison Bavarian |
| Allison Bavarian Holding, LLC |
| All-State Rent A Car, Inc. |
| American Way Motors, Inc. |
| AN AutoParts, Inc. |
| AN Cadillac of WPB, LLC |
| AN Central Region Management, LLC |
| AN Chevrolet - Arrowhead, Inc. |
| AN CJ Valencia, Inc. |
| AN Collision Center FTL South, Inc. |
| AN Collision Center of Addison, Inc. |
| AN Collision Center of Las Vegas, Inc. |
| AN Collision Center of North Houston, Inc. |
| AN Collision Center of Sarasota, Inc. |
| AN Collision Center of Tempe, Inc. |
| AN Corporate Management Payroll Corp. |
| AN Corpus Christi GP, LLC |
| AN Corpus Christi Imports Adv. GP, LLC |
| AN Corpus Christi Imports Adv., LP |
| AN Corpus Christi Imports GP, LLC |
| AN Corpus Christi Imports II GP, LLC |
| AN Corpus Christi Imports II, LP |
| AN Corpus Christi Imports, LP |
| AN Corpus Christi Motors, Inc. |
| AN Corpus Christi T. Imports GP, LLC |
| AN Corpus Christi T. Imports, LP |
| AN County Line Ford, Inc. |
| AN Dealership Holding Corp. |
| AN F. Imports of Atlanta, LLC |
| AN F. Imports of Hawthorne Holding, LLC |
| AN F. Imports of Hawthorne, LLC |
| AN F. Imports of North Denver, LLC |
| AN F. Imports of North Phoenix, Inc. |
| AN F. Imports of Roseville Holding, LLC |
| AN F. Imports of Roseville, Inc. |
| AN Fort Myers Imports, LLC |
| AN Fremont Luxury Imports, Inc. |
| AN H. Imports of Atlanta, LLC |
| AN Imports of Ft. Lauderdale, Inc. |
| AN Imports of Seattle, Inc. |
| AN Imports of Spokane, Inc. |
| AN Imports of Stevens Creek Holding, LLC |
| AN Imports of Stevens Creek, Inc. |
| AN Imports on Weston Road, Inc. |
| AN Luxury Imports GP, LLC |
| AN Luxury Imports Holding, LLC |
| AN Luxury Imports of Coconut Creek, Inc. |
| AN Luxury Imports of Marietta, LLC |
| AN Luxury Imports of Palm Beach, Inc. |
| AN Luxury Imports of Pembroke Pines, Inc. |
| AN Luxury Imports of Phoenix, Inc. |
| AN Luxury Imports of San Diego, Inc. |
| AN Luxury Imports of Sanford, LLC |
| AN Luxury Imports of Sarasota, Inc. |
| AN Luxury Imports of Spokane, Inc. |
| AN Luxury Imports of Tucson, Inc. |
| AN Luxury Imports, Ltd. |
| AN Motors of Brooksville, Inc. |
| AN Motors of Dallas, Inc. |
| AN Motors of Delray Beach, Inc. |
| AN Motors of Ft. Lauderdale, Inc. |
| AN Motors of Memphis, Inc. |
| AN Motors of Pembroke, LLC |
| AN Motors of Scottsdale, LLC |
| AN Motors on Federal Highway, LLC |
| AN Motors on South Padre, LP |
| AN North Phoenix Collision, Inc. |
| AN Pontiac GMC Houston North GP, LLC |
| AN Pontiac GMC Houston North, LP |
| AN San Jose Luxury Imports Holdings, LLC |
| AN San Jose Luxury Imports, Inc. |
| AN Seattle Motors, Inc. |
| AN Subaru Motors, Inc. |
| AN T. Imports of Atlanta, LLC |
| AN Texas Region Management, Ltd. |
| AN Tucson Imports, LLC |
| AN Valencia Auto Imports, Inc. |
| AN Western Region Management, LLC |
| AN/CF Acquisition Corp. |
| AN/KPBG Motors, Inc. |
| AN/MF Acquisition Corp. |
| AN/MNI Acquisition Corp. |
| AN/PF Acquisition Corp. |
| ANUSA Holding, LLC |
| Appleway Chevrolet, Inc. |
| ASE Motors Holding Corp. |
| Auto Car Holding, LLC |
| Auto Car, Inc. |
| Auto Company 2016-3, Inc. |
| Auto Company 2016-4, Inc. |
| Auto Company 2016-5, Inc. |
| Auto Company 2016-6, Inc. |
| Auto Company 2016-7, Inc. |
| Auto Company 2016-8, Inc. |
| Auto Company 2016-9, Inc. |
| Auto Company 2016-10, Inc. |
| Auto Company 2016-11, Inc. |
| Auto Company 2016-12, Inc. |
| Auto Company 2016-13, Inc. |
| Auto Company 2016-14, Inc. |
| Auto Company 2016-15, Inc. |
| Auto Company 2016-16, Inc. |
| Auto Company 2016-17, Inc. |
| Auto Company 2016-18, Inc. |
| Auto Company 2016-19, Inc. |
| Auto Company 2016-20, Inc. |
| Auto Company 2017-01, Inc. |
| Auto Company 2017-02, Inc. |
| Auto Company 2017-03, Inc. |
| Auto Company 2017-04, Inc. |
| Auto Company 2017-05, Inc. |
| Auto Company 2017-06, Inc. |
| Auto Company 2017-07, Inc. |
| Auto Company 2017-08, Inc. |
| Auto Company 2017-09, Inc. |
| Auto Company 2017-10, Inc. |
| Auto Company VI, Inc. |
| Auto Company VII, Inc. |
| Auto Company VIII, Inc. |
| Auto Company IX, Inc. |
| Auto Company XI, Inc. |
| Auto Company XII, Inc. |
| Auto Company XIII, Inc. |
| Auto Company XIV, Inc. |
| Auto Company XVII, Inc. |
| Auto Company XIX, Inc. |
| Auto Company XXI, Inc. |
| Auto Company XXII, Inc. |
| Auto Company XXIII, Inc. |
| Auto Company XXV, Inc. |
| Auto Company XXVI, Inc. |
| Auto Company XXVII, Inc. |
| Auto Company XXVIII, Inc. |
| Auto Dealership 2016-1, LLC |
| Auto Dealership 2016-2, LLC |
| Auto Dealership 2016-3, LLC |
| Auto Dealership 2016-4, LLC |
| Auto Dealership 2016-5, LLC |
| Auto Dealership 2016-6, LLC |
| Auto Dealership 2016-7, LLC |
| Auto Dealership 2016-8, LLC |
| Auto Dealership 2016-9, LLC |
| Auto Dealership 2016-10, LLC |
| Auto Dealership 2017-01, LLC |
| Auto Dealership 2017-03, LLC |
| Auto Dealership 2017-04, LLC |
| Auto Dealership 2017-05, LLC |
| Auto Dealership 2017-06, LLC |
| Auto Dealership 2017-07, LLC |
| Auto Dealership 2017-08, LLC |
| Auto Dealership 2017-09, LLC |
| Auto Dealership 2017-10, LLC |
| Auto Dealership 2017-11, LLC |
| Auto Dealership 2017-12, LLC |
| Auto Dealership 2017-13, LLC |
| Auto Dealership 2017-14, LLC |
| Auto Dealership 2017-15, LLC |
| Auto Dealership 2017-16, LLC |
| Auto Dealership 2017-17, LLC |
| Auto Dealership 2017-18, LLC |
| Auto Dealership 2017-19, LLC |
| Auto Dealership 2017-20, LLC |
| Auto Dealership 2017-21, LLC |
| Auto Dealership 2017-22, LLC |
| Auto Dealership 2017-23, LLC |
| Auto Dealership 2017-24, LLC |
| Auto Dealership 2017-25, LLC |
| Auto Dealership 2017-26, LLC |
| Auto Dealership 2017-27, LLC |
| Auto Dealership 2017-28, LLC |
| Auto Dealership 2017-29, LLC |
| Auto Dealership 2017-30, LLC |
| Auto Dealership III, LLC |
| Auto Dealership IV, LLC |
| Auto Dealership V, LLC |
| Auto Dealership VI, LLC |
| Auto Dealership VII, LLC |
| Auto Dealership VIII, LLC |
| Auto Dealership IX, LLC |
| Auto Dealership X, LLC |
| Auto Dealership XXIII, LLC |
| Auto Holding, LLC |
| Auto Mission Holding, LLC |
| Auto Mission Ltd. |
| Auto Motors of Englewood, LLC |
| Auto West, Inc. |
| Autohaus Holdings, Inc. |
| AutoNation Benefits Company, Inc. |
| AutoNation Corporate Management, LLC |
| AutoNation Enterprises Incorporated |
| AutoNation Financial Services, LLC |
| AutoNation Fort Worth Motors, Ltd. |
| AutoNation GM GP, LLC |
| AutoNation Holding Corp. |
| AutoNation Imports of Katy GP, LLC |
| AutoNation Imports of Katy, L.P. |
| AutoNation Imports of Lithia Springs, LLC |
| AutoNation Imports of Longwood, Inc. |
| AutoNation Imports of Palm Beach, Inc. |
| AutoNation Imports of Winter Park, Inc. |
| AutoNation Motors Holding Corp. |
| AutoNation Motors of Lithia Springs, Inc. |
| AutoNation North Texas Management GP, LLC |
| AutoNation Orlando Venture Holdings, Inc. |
| AutoNation Realty Corporation |
| AutoNation USA of Perrine, Inc. |
| AutoNation V. Imports of Delray Beach, LLC |
| AutoNation.com, Inc. |
| Auto TechLabs, Inc. |
| Bankston Auto, Inc. |
| Bankston Chrysler Jeep of Frisco, L.P. |
| Bankston CJ GP, LLC |
| Bankston Ford of Frisco, Ltd. Co. |
| Bankston Nissan in Irving, Inc. |
| Bankston Nissan Lewisville GP, LLC |
| Bankston Nissan Lewisville, Ltd. |
| Bargain Rent-A-Car |
| Batfish, LLC |
| BBCSS, Inc. |
| Beach City Chevrolet Company, Inc. |
| Beach City Holding, LLC |
| Beacon Motors, Inc. |
| Bell Motors, LLC |
| Bellevue Automotive, Inc. |
| Bellevue Collision, Inc. |
| Bengal Motor Company, Ltd. |
| Bengal Motors, Inc. |
| Bethesda Luxury Imports, LLC |
| Bill Ayares Chevrolet, LLC |
| Bledsoe Dodge, LLC |
| Bob Townsend Ford, Inc. |
| Body Shop Holding Corp. |
| Brown & Brown Chevrolet - Superstition Springs, LLC |
| Brown & Brown Chevrolet, Inc. |
| Brown & Brown Nissan Mesa, LLC |
| Brown & Brown Nissan, Inc. |
| Bull Motors, LLC |
| C. Garrett, Inc. |
| Carlisle Motors, LLC |
| Carwell Holding, LLC |
| Carwell, LLC |
| Centennial Automotive, LLC |
| Centennial Collision, Inc. |
| Cerritos Body Works Holding, LLC |
| Cerritos Body Works, Inc. |
| Champion Chevrolet Holding, LLC |
| Champion Chevrolet, LLC |
| Champion Ford, Inc. |
| Chandler Collision, Inc. |
| Charlie Hillard, Inc. |
| Charlie Thomas Chevrolet GP, LLC |
| Charlie Thomas Chevrolet, Ltd. |
| Charlie Thomas Chrysler-Plymouth, Inc. |
| Charlie Thomas’ Courtesy Ford, Ltd. |
| Charlie Thomas’ Courtesy GP, LLC |
| Charlie Thomas Courtesy Leasing, Inc. |
| Charlie Thomas F. GP, LLC |
| Charlie Thomas Ford, Ltd. |
| Chesrown Auto, LLC |
| Chesrown Chevrolet, LLC |
| Chesrown Collision Center, Inc. |
| Chesrown Ford, Inc. |
| Chevrolet World, Inc. |
| Chuck Clancy Ford of Marietta, LLC |
| CJ Valencia Holding, LLC |
| Coastal Cadillac, Inc. |
| Consumer Car Care Corporation |
| Contemporary Cars, Inc. |
| Cook-Whitehead Ford, Inc. |
| Corporate Properties Holding, Inc. |
| Corpus Christi ANUSA, LLC |
| Corpus Christi Collision Center, Inc. |
| Costa Mesa Cars Holding, LLC |
| Costa Mesa Cars, Inc. |
| Courtesy Auto Group, Inc. |
| Courtesy Broadway, LLC |
| Covington Pike Motors, Inc. |
| CT Intercontinental GP, LLC |
| CT Intercontinental, Ltd. |
| CT Motors, Inc. |
| D/L Motor Company |
| Dealership Realty Corporation |
| Delray Luxury Imports, Inc. |
| Desert Buick-GMC Trucks, L.L.C. |
| Desert Chrysler-Plymouth, Inc. |
| Desert Dodge, Inc. |
| Desert GMC, L.L.C. |
| Dobbs Ford of Memphis, Inc. |
| Dobbs Ford, Inc. |
| Dobbs Mobile Bay, Inc. |
| Dobbs Motors of Arizona, Inc. |
| Don Mealey Chevrolet, Inc. |
| Don Mealey Imports, Inc. |
| Don-A-Vee Jeep-Eagle, Inc. |
| Driver’s Mart Worldwide, Inc. |
| Eastern Region Management, LLC |
| Eastgate Ford, Inc. |
| Ed Mullinax Ford, LLC |
| Edgren Motor Company, Inc. |
| Edgren Motor Holding, LLC |
| El Monte Imports Holding, LLC |
| El Monte Imports, Inc. |
| El Monte Motors Holding, LLC |
| El Monte Motors, Inc. |
| Emich Subaru West, LLC |
| Empire Services Agency, Inc. |
| Financial Services GP, LLC |
| Financial Services, Ltd. |
| First Team Automotive Corp. |
| First Team Ford of Manatee, Ltd. |
| First Team Ford, Ltd. |
| First Team Jeep Eagle, Chrysler-Plymouth, Ltd. |
| First Team Management, Inc. |
| Fit Kit Holding, LLC |
| Fit Kit, Inc. |
| Florida Auto Corp. |
| Ford of Kirkland, Inc. |
| Fox Chevrolet, LLC |
| Fox Motors, LLC |
| Fred Oakley Motors, Inc. |
| Fremont Luxury Imports Holding, LLC |
| Ft. Lauderdale Nissan, Inc. |
| GA CDJR Motors, LLC |
| GA Columbus Imports, LLC |
| GA F Imports, LLC |
| GA H Imports, LLC |
| GA HY Imports, LLC |
| G.B. Import Sales & Service Holding, LLC |
| G.B. Import Sales & Service, LLC |
| Gene Evans Ford, LLC |
| George Sutherlin Nissan, LLC |
| Germantown Luxury Imports, LLC |
| Gilbert Body Shop, Inc. |
| Government Boulevard Motors, Inc. |
| Gulf Management, Inc. |
| Hayward Dodge, Inc. |
| Henderson ANUSA, LLC |
| Henderson Collision, Inc. |
| Hillard Auto Group, Inc. |
| Hollywood Imports Limited, Inc. |
| Horizon Chevrolet, Inc. |
| House of Imports Holding, LLC |
| House of Imports, Inc. |
| Houston ANUSA, LLC |
| Houston Auto M. Imports Greenway, Ltd. |
| Houston Auto M. Imports North, Ltd. |
| Houston Imports Greenway GP, LLC |
| Houston Imports North GP, LLC |
| HVA Imports, LLC |
| HVM Imports, LLC |
| HVS Motors, LLC |
| HVVW Motors, LLC |
| Irvine Imports Holding, LLC |
| Irvine Imports, Inc. |
| Irvine Toyota/Nissan/Volvo Limited Partnership |
| Jemautco, Inc. |
| Jerry Gleason Chevrolet, Inc. |
| Jerry Gleason Dodge, Inc. |
| Jim Quinlan Chevrolet Co. |
| Joe MacPherson Ford |
| Joe MacPherson Imports No. I |
| Joe MacPherson Infiniti |
| Joe MacPherson Infiniti Holding, LLC |
| John M. Lance Ford, LLC |
| J-R Motors Company North |
| J-R Motors Company South |
| JRJ Investments, Inc. |
| Katy ANUSA, LLC |
| Kenyon Dodge, Inc. |
| King’s Crown Ford, Inc. |
| L.P. Evans Motors WPB, Inc. |
| L.P. Evans Motors, Inc. |
| Lance Children, Inc. |
| Las Vegas ANUSA, LLC |
| Leesburg Imports, LLC |
| Leesburg Motors, LLC |
| Les Marks Chevrolet, Inc. |
| Lew Webb’s Ford, Inc. |
| Lew Webb’s Irvine Nissan Holding, LLC |
| Lew Webb’s Irvine Nissan, Inc. |
| Lewisville Collision, Inc. |
| Lewisville Imports GP, LLC |
| Lewisville Imports, Ltd. |
| Lot 4 Real Estate Holdings, LLC |
| Luxury Orlando Imports, Inc. |
| Luxury Woodlands Imports, Inc. |
| MacHoward Leasing |
| MacHoward Leasing Holding, LLC |
| MacPherson Enterprises, Inc. |
| Magic Acquisition Corp. |
| Magic Acquisition Holding, LLC |
| Maitland Luxury Imports, Inc. |
| Marks Family Dealerships, Inc. |
| Marks Transport, Inc. |
| MC/RII, LLC |
| Mealey Holdings, Inc. |
| Mesa Collision, Inc. |
| Metro Chrysler Jeep, Inc. |
| Midway Chevrolet, Inc. |
| Mike Hall Chevrolet, Inc. |
| Mike Shad Chrysler Plymouth Jeep Eagle, Inc. |
| Mike Shad Ford, Inc. |
| Mission Blvd. Motors, Inc. |
| Mortimer Collision, LLC |
| Mr. Wheels Holding, LLC |
| Mr. Wheels, Inc. |
| Mullinax East, LLC |
| Mullinax Ford North Canton, Inc. |
| Mullinax Ford South, Inc. |
| Mullinax Used Cars, Inc. |
| Naperville Imports, Inc. |
| Newport Beach Cars Holding, LLC |
| Newport Beach Cars, LLC |
| Nichols Ford, Ltd. |
| Nichols GP, LLC |
| Nissan of Brandon, Inc. |
| Northpoint Chevrolet, LLC |
| Northwest Financial Group, Inc. |
| NY LNR Luxury Imports, Inc. |
| NY Luxury Motors of Mt. Kisco, Inc. |
| NY MT. Kisco Luxury Imports, Inc. |
| NY Palisades Luxury Imports, Inc. |
| NY White Plains Luxury Imports, Inc. |
| Oxnard European Motors, LLC |
| Oxnard Venture Holdings, Inc. |
| Payton-Wright Ford Sales, Inc. |
| Pembroke Motors, Inc. |
| Peyton Cramer Automotive |
| Peyton Cramer Automotive Holding, LLC |
| Peyton Cramer F. Holding, LLC |
| Peyton Cramer Ford |
| Peyton Cramer Infiniti |
| Peyton Cramer Infiniti Holding, LLC |
| Peyton Cramer Jaguar |
| Peyton Cramer Lincoln-Mercury |
| Peyton Cramer LM Holding, LLC |
| Phoenix ANUSA, LLC |
| Pierce Automotive Corporation |
| Pierce, LLC |
| Pitre Chrysler-Plymouth-Jeep of Scottsdale, Inc. |
| Plains Chevrolet GP, LLC |
| Plains Chevrolet, Ltd. |
| Port City Imports, Inc. |
| Prime Auto Cosmetics, Inc. |
| Prime Auto Resources, Inc. |
| Quality Nissan GP, LLC |
| Quality Nissan, Ltd. |
| Quinlan Motors, Inc. |
| R. Coop Limited |
| R.L. Buscher II, Inc. |
| R.L. Buscher III, Inc. |
| Real Estate Holdings, Inc. |
| Renton H Imports, Inc. |
| Republic Resources Company |
| Republic Risk Management Services, Inc. |
| Resources Aviation, Inc. |
| RI Merger Corp. |
| RI/BB Acquisition Corp. |
| RI/BBNM Acquisition Corp. |
| RI/Hollywood Nissan Acquisition Corp. |
| RI/LLC Acquisition Corp. |
| RI/RMC Acquisition GP, LLC |
| RI/RMC Acquisition, Ltd. |
| RI/RMT Acquisition GP, LLC |
| RI/RMT Acquisition, Ltd. |
| RI/WFI Acquisition Corporation |
| RKR Motors, Inc. |
| Roseville Collision, Inc. |
| Roseville Motor Corporation |
| Roseville Motor Holding, LLC |
| Sacramento Collision, Inc. |
| Sahara Imports, Inc. |
| Sahara Nissan, Inc. |
| Saul Chevrolet Holding, LLC |
| SCM Realty, Inc. |
| Shamrock F. Holding, LLC |
| Shamrock Ford, Inc. |
| Six Jays LLC |
| SMI Motors Holding, LLC |
| SMI Motors, Inc. |
| South Broadway Motors, LLC |
| Southwest Motors of Denver, LLC |
| Star Motors, LLC |
| Steakley Chevrolet GP, LLC |
| Steakley Chevrolet, Ltd. |
| Steeplechase Motor Company |
| Steve Moore Chevrolet Delray, LLC |
| Steve Moore Chevrolet, LLC |
| Stevens Creek Holding, LLC |
| Stevens Creek Luxury Imports Holding, LLC |
| Stevens Creek Luxury Imports, Inc. |
| Stevens Creek Motors, Inc. |
| Sunrise Nissan of Jacksonville, Inc. |
| Sunrise Nissan of Orange Park, Inc. |
| Sunset Pontiac-GMC Truck South, Inc. |
| Sunset Pontiac-GMC, Inc. |
| Superior Nissan, Inc. |
| Sutherlin Chrysler-Plymouth Jeep-Eagle, LLC |
| Sutherlin H. Imports, LLC |
| Sutherlin Imports, LLC |
| Sutherlin Nissan, LLC |
| Tasha Incorporated |
| Tempe Auto Imports, Inc. |
| Tempe Body Shop, Inc. |
| Terry York Motor Cars Holding, LLC |
| Terry York Motor Cars, Ltd. |
| Texan Ford Sales, Ltd. |
| Texan Ford, Inc. |
| Texan Sales GP, LLC |
| Texas Management Companies LP, LLC |
| The Consulting Source, Inc. |
| The Pierce Corporation II, Inc. |
| Tinley Park A. Imports, Inc. |
| Tinley Park J. Imports, Inc. |
| Tinley Park V. Imports, Inc. |
| TN CDJR Motors, LLC |
| TN F Imports, LLC |
| Torrance Nissan Holding, LLC |
| Torrance Nissan, LLC |
| Tousley Ford, Inc. |
| Toyota Cerritos Limited Partnership |
| Triangle Corporation |
| T-West Sales & Service, Inc. |
| TX Alliance Motors, Inc. |
| TX Ennis Autoplex Motors, Inc. |
| TX Motors of North Richland Hills, Inc. |
| TX Motors on Katy Freeway, Inc. |
| TX Motors on Southwest Loop, Inc. |
| TX West Houston Motors, Inc. |
| Valencia Auto Imports Holding, LLC |
| Valencia B. Imports Holding, LLC |
| Valencia B. Imports, Inc. |
| Valencia Dodge |
| Valencia Dodge Holding, LLC |
| Valencia H. Imports Holding, LLC |
| Valencia H. Imports, Inc. |
| Valley Chevrolet, LLC |
| Vanderbeek Motors Holding, LLC |
| Vanderbeek Motors, Inc. |
| Vanderbeek Olds/GMC Truck, Inc. |
| Vanderbeek Truck Holding, LLC |
| Village Motors, LLC |
| Vince Wiese Chevrolet, Inc. |
| Vince Wiese Holding, LLC |
| VistaCal Luxury Imports, Inc. |
| W.O. Bankston Nissan, Inc. |
| Wallace Dodge, LLC |
| Wallace Ford, LLC |
| Wallace Lincoln-Mercury, LLC |
| Wallace Nissan, LLC |
| Webb Automotive Group, Inc. |
| West Colorado Motors, LLC |
| West Houston Luxury Imports, Inc. |
| West Side Motors, Inc. |
| Westgate Chevrolet GP, LLC |
| Westgate Chevrolet, Ltd. |
| Westmont A. Imports, Inc. |
| Westmont B. Imports, Inc. |
| Westmont Collision, Inc. |
| Westmont M. Imports, Inc. |
| Woody Capital Investment Company II |
| Woody Capital Investment Company III |
| Working Man’s Credit Plan, Inc. |
| WPB Collision, Inc. |
Schedule II
Corporate and Limited Liability Company Statutes
Alabama Business Corporation Act, 2 Corporation Statutes.
Arizona Business Corporation Act, 2 Corporation Statutes.
Arizona Limited Liability Company Act, 2 Corporation Statutes.
California General Corporation Law, 2 Corporation Statutes.
Colorado Business Corporation Act, 2 Corporation Statutes.
Colorado Limited Liability Company Act, 2 Corporation Statutes.
Delaware General Corporation Law, 3 Corporation Statutes.
Delaware Limited Liability Company Act, 3 Corporation Statutes.
Florida Business Corporation Act, 3 Corporation Statutes.
Georgia Business Corporation Code, 3 Corporation Statutes.
Illinois Business Corporation Act, 3 Corporation Statutes.
Michigan Business Corporation Act, 5 Corporation Statutes.
Minnesota Business Corporation Act, 5 Corporation Statutes.
Nevada General Corporation Law, 6 Corporation Statutes.
North Carolina Business Corporation Act, 6 Corporation Statutes.
Ohio General Corporation Law, 7 Corporation Statutes.
Ohio Limited Liability Company Act, 7 Corporation Statutes.
Tennessee Business Corporation Act, 7 Corporation Statutes.
Texas Business Corporation Act, 8 Corporation Statutes.
Texas Limited Liability Company Act, 8 Corporation Statutes.
Virginia Stock Corporation Act, 8 Corporation Statutes.
Washington Business Corporation Act, 8 Corporation Statutes.
Wyoming Limited Liability Company Act. 8 Corporation Statutes.
Schedule III
Limited Partnership Statutes
California Uniform Limited Partnership Act, 1 State Limited Partnership Laws.
Delaware Revised Uniform Limited Partnership Act, 2 State Limited Partnership Laws.
Florida Revised Uniform Limited Partnership Act, 2 State Limited Partnership Laws.
Georgia Revised Uniform Limited Partnership Act, 2 State Limited Partnership Laws.
Illinois Uniform Limited Partnership Act, 2 State Limited Partnership Laws.
Texas Revised Limited Partnership Act, 6 State Limited Partnership Laws.
Schedule IV
General Partnership Statutes
Colorado Uniform Partnership Law, 2 Colorado Revised Statutes 2000.
Delaware Revised Uniform Partnership Act, 2 State Limited Partnership Laws.