SecProbe.io

June 22, 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.
  Amendment No. 1 to Registra tion Statement on Form S-4
Filed June 17, 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.

Item 22.  Undertakings, page II-6

1. We note your response to comment seven in  our letter dated Ju ne 1, 2011.  You have
provided the undertakings required by Item 512( g) of Regulation S-K, instead of Item
512(a) of Regulation S-K, as requested by such  comment.  Accordingly, we reissue such
comment.
 Exhibit 5.2

2. Please tell us why you believe it is necessary to  exclude the laws, rules and regulations in
the second paragraph on page 3 with respect to the four opinions given on page 2, as your
exclusion seems overly broad.  If such excl usions are unnecessary, then please delete
them from the opinion letter.

Elizabeth Chandler Asbury Automotive Group, Inc. June 22, 2011 Page 2

 Exhibit 5.4

3. Please delete the qualification “[o]ur opinions herein are ba sed upon our consideration of
only those Oregon statutes and regulations which, in our experience, are normally
applicable to transactions of the type provided for in the Registration Statement,” or tell
us why you believe this qualif ication is appropriate.

4. Please tell us why you believe it is necessary to  exclude the laws, rules and regulations in
the third sentence of paragraph A on page 3 w ith respect to the four opinions given on
page 3, as your exclusion seems overly broad.  If such exclusions  are unnecessary, then
please delete them from the opinion letter.

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.
 Please contact Charles Lee, Attorney-Adviso r, at (202) 551-3427, Mara Ransom, Legal
Branch Chief, at (202) 551-3264 or me at (202) 551-3720 with any other questions.

Sincerely,
   /s/ Mara L. Ransom for
H. Christopher Owings Assistant Director
cc: Neil Simon  Jones Day