SecProbe.io

June 1, 2011
 Via E-mail

Elizabeth Chandler Vice President, General Couns el & Corporate Secretary
Asbury Automotive Group, Inc.  2905 Premiere Parkway NW, Suite 300 Duluth, Georgia 30097
Re: Asbury Automotive Group, Inc.
  Registration Statement on Form S-4
Filed May 13, 2011
  File No. 333-174217

Dear Ms. Chandler:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that you are registering the exch ange notes in reliance on our position
enunciated in Exxon Capital Holdings Cor p., SEC No-Action Letter (April 13, 1988).
See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5,1991) and Shearman
& Sterling, SEC No-Action Letter (July 2,1993).  Accordingly, with the next amendment,
please provide us with a suppl emental letter stating that you are registering the exchange
offer in reliance on our position contained in these letters and include the representations
contained in the Morgan Stanley and Shearman & Sterling no-action letters.

2. Please file the registration rights agreement with  respect to the original notes.  You may
satisfy such filing obligati on by incorporating such agr eement into the registration
statement by reference to another filing.  See Item 601(b)(4) of Regulation S-K.

Elizabeth Chandler Asbury Automotive Group, Inc. June 1, 2011 Page 2

 Outside Cover Page of Prospectus

3. As currently presented, the offer could be open for less than 20 full business days due to
the 5:00 p.m. expiration time instead of an e xpiration time of midnight on what ultimately
may be the twentieth business day followi ng commencement.  See Question and Answer
Eight in Release No. 34-16623 (March 5, 1980).  Please confirm that the offer will be
open at least through midnight on the twentiet h business day.  See Exchange Act Rule
14d-1(g)(3).
 The Exchange Offer, page 5

 Expiration Date; Withdrawal of Tenders; Returns of Original Notes Not Accepted for Exchange,
page 5

4. We note the disclosure indicating that you w ill exchange the exchange notes “as soon as
practicable” following the expirati on date.  Rule 14e-1(c) requ ires that you exchange the
exchange notes “promptly” following the e xpiration date.  Please revise here and
throughout the prospectus, as necessary.  We note that you provide such disclosure in “The Exchange Offer—Expiration Date; Ex tensions; Termination; Amendments.”

The Exchange Offer, page 18

 Expiration Date; Extensions; Termination; Amendments, page 18

5. We note your reservation of the right to amend the terms of the offer.  Please revise to
indicate that, in the event of a material ch ange in the offer, including the waiver of a
material condition, you will extend the offer period if necessary so that at least five business days remain in the offer following notice of the material change.
6. We note that you will make a public announcemen t of any extension by 5:00 p.m. on the
next business day following the previously scheduled expiration date.  Exchange Act
Rule 14e-1(d) requires that such announcemen t be made by 9:00 a.m. Eastern time on the
next business day following the previously sc heduled expiration date.  Please revise.
 Item 22.  Undertakings, page II-6

7. Please provide the undertakings required  by Item 512(a) of Regulation S-K.
 Signatures

8. Please include the signature of the principal financial officer for each of the subsidiary
guarantor registrants.  Please also clarify, if correct, that the person whose title is
President also serves as the applicable s ubsidiary guarantor registrant’s principal
executive officer.  See Instructi on 1 to Signatures of Form S-4.

Elizabeth Chandler Asbury Automotive Group, Inc. June 1, 2011 Page 3

Exhibit 5.2

9. Please delete the assumption contained in para graph (g) on page 2, as such assumption is
inappropriate.
10. We note the statement in the penultimate paragrap h that the letter is furnished solely for
your benefit and may not be relied upon by a ny third party.  While you may limit reliance
with respect to purpose, you may not limit relian ce with respect to person.  Please revise.

11. We note the statement in the la st paragraph that the letter speaks only “as of the date
hereof” and that you do not assume any oblig ation to update or supplement the letter
“after the date of [the] opinion letter.”  The le tter must speak as of the effective date of
the registration statement.  Accordingly, plea se revise to have the letter speak as the
effective date or re-file an executed opinion on the day of effectiveness, dated as of such
date.
 Exhibit 5.3

12. We note the statement in paragraph c on page  4 that the opinion is being furnished
“solely for your benefit” and th at “[n]o other person is entitl ed to rely on our opinions.”
While you may limit reliance with respect to purpose, you may not limit reliance with respect to person.  Please revise.
13. We note the statement in paragraph d on page 4 that the letter is limited to matters in
existence “as of the date hereof.”  The letter  must speak as of the effective date of the
registration statement.  Accordingly, please revi se to have the letter speak as the effective
date or re-file an executed opi nion on the day of effectivene ss, dated as of such date.
 Exhibit 5.4

14. Please revise to disclose in the letter the qualifications, exceptions, definitions and
limitations that counsel intends to rely  on, instead of referring to the Accord.

15. Please delete the knowledge qualifiers in para graph 4 on page 2, as such qualifications
are inappropriate.
16. We note the statement in the penultimate paragr aph that the opinions are “solely for your
benefit” and cannot be “relied upon by any ot her person or entity” or “used, circulated,
quoted…” without your prior writ ten consent.  While you may limit reliance with respect
to purpose, you may not limit reliance with  respect to person.  Please revise.

17. We note the statement in the la st paragraph that the opinions are “as of the date set forth
above” and that you do not undertake to update th e opinion.  The letter must speak as of

Elizabeth Chandler Asbury Automotive Group, Inc. June 1, 2011 Page 4

 the effective date of the registration statemen t.  Accordingly, please revise to have the
letter speak as the effective date or re -file an executed opi nion on the day of
effectiveness, dated as of such date.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Elizabeth Chandler Asbury Automotive Group, Inc. June 1, 2011 Page 5

 Please contact Charles Lee at (202) 551- 3427 or me at (202) 551-3720 with any other
questions.
Sincerely,
         /s/ H. Christopher Owings
H. Christopher Owings Assistant Director
cc: Neil Simon  Jones Day