Share Purchase and Exchange Agreements

Ladies and Gentlemen:

We have acted as counsel to Nice Cars Capital Acceptance Corporation, a Georgia corporation (“NCCAC”) and Nice Cars, Inc., a Georgia corporation (“NCI,” and together with NCCAC, the “Companies,” and each a “Company”) in connection with (i) that certain Share Purchase and Exchange Agreement, dated as of October 2, 2006, by and between Manchester Inc. (the “Parent”), Nice Cars Acceptance AcquisitionCo, Inc. (“NCAAC”), Victoria and Raymond Lyle (the “Sellers”), and NCCAC (the “NCCAC Agreement”) and the Note executed in connection with the NCCAC Agreement (the “Purchase Note”); and (ii) that certain Share Purchase and Exchange Agreement, dated as of October 2, 2006, by and between Nice Cars Operations AcquisitionCo, Inc. (“NCOAC” and together with the Parent and NCAAC, the “Buyers,” and each a “Buyer”), the Sellers, the Parent and NCI (the “NCI Agreement” and together with the NCCAC Agreement and the Purchase Note, the “Agreements”).

For purposes of this opinion, we have examined the following:

(a)   the Agreements;

(b)   a Certificate from the Secretary of State of Georgia, dated as of September 25, 2006, certifying to the continued legal existence and good standing of the NCCAC in such state;

(c)   a Certificate from the Secretary of State of Georgia, dated as of September 25, 2006, certifying to the continued legal existence and good standing of the NCI;

(d)   a Certificate from the Secretary of State of Tennessee, dated as of September 26, 2006, certifying to the authorization of NCI to do business in such state; and

(e)   a Certificate from the Secretary of State of Tennessee, dated as of September 26, 2006, certifying to the authorization of NCCAC to do business in such state; and

(f)   certificates from each of the Companies (the “Companies’ Certificates”), certifying as to certain factual matters.

The items set forth (b), (c), (d), (e) and (f) are collectively referred to herein as the “Corporate Records.” We have based our opinion expressed below as to the valid existence and good standing of the Company solely upon the good standing certificates referenced above.

Based upon the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that:

1.   NCCAC is a corporation that is validly existing and in good standing under the laws of the State of Georgia.

2.   NCI is a corporation that is validly existing and in good standing under the laws of the State of Georgia.

3.   When each of the Agreements has been executed and delivered by each of the Companies, each of the Agreements shall constitute a valid and binding obligation of each Company, enforceable against such Company in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, moratorium or other laws of general applicability relating to or affecting the rights of creditors generally, and by general equitable principles, whether such enforcement is considered in a proceeding in equity or at law.

4.   Each Company has the corporate power and corporate authority to execute, deliver and carry out the terms of the Agreements, and to consummate the transactions contemplated on the part of the Companies thereby.  Each Company has taken all action required by law, its Certificate of Incorporation and Bylaws to authorize such execution, delivery and

The foregoing opinions are limited to matters involving the state of Georgia and the federal laws of the United States of America, and we do not express any opinion as to the laws of any other jurisdic