Exhibit 8.1
Tel 713-758-2222
Fax 713-758-2346
Ladies and Gentlemen:
We have acted as counsel for Group 1 Automotive, Inc., a Delaware corporation (the
“
Company”), in connection with its filing with the Securities and Exchange Commission of
the Registration Statement on Form S-3 (the “
Registration Statement”) and the related
prospectus (the “
Prospectus”), with respect to the registration for resale under the
Securities Act of 1933, as amended (the “
Act”), of $287,500,000 aggregate principal amount
of
the Company’s 2.25% Convertible Senior Notes due 2036 (the “
Notes”) and the shares of
the Company’s Common Stock, par value $0.01 per share, issuable upon conversion of the Notes (the
“Common Stock,” and together with the Notes, the “
Securities”). In this
connection, we have assisted in the preparation of the description of the material United States
federal income tax consequences to certain holders of the Securities contained in the Registration
Statement and Prospectus under the caption entitled “Certain United States federal income tax
considerations (the “
Tax Summary”).
In connection with this opinion, we have reviewed and are relying upon the Registration
Statement, including the exhibits thereto, the Prospectus, and such other documents, records and
instruments as we have deemed necessary or appropriate for purposes of this opinion. We have
assumed that all facts and representations described in the Registration Statement and the
Prospectus are true, accurate and complete. We have not made an independent investigation to
determine the accuracy or completeness of such facts and representations, and our opinion is
conditioned on the accuracy and completeness of such facts and representations.
Subject to the qualifications set forth in the preceding paragraph, the Tax Summary, to the
extent it relates to matters of law, states our opinion as to the material United States federal
income tax considerations relating to the purchase, ownership and disposition of the Notes and the
Common Stock into which the Notes may be converted.
The opinion expressed herein is limited in all respects to the specific conclusions with
respect to the United States federal income tax consequences set forth in the Tax Summary. No
opinions are expressed as to state, local or foreign tax consequences.
