Quality Distribution, LLC
QD Capital Corporation
4041 Park Oaks Boulevard, Suite 200
Tampa, Florida 33610
June 13, 2011
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: John Dana Brown
| | Re: | Quality Distribution, LLC |
| | | Form S-4 and Amended Form S-4 |
| | | Filed April 15, 2011 and May 24, 2011 |
Dear Ladies and Gentlemen:
Quality Distribution, LLC (“QD LLC”) and QD Capital Corporation (collectively, with QD LLC, the “Issuers”), together with Quality Distribution, Inc. (“QDI” and together, on a consolidated basis with its direct and indirect subsidiaries, the “Company”) and the other registrants under the Registration Statement on Form S-4 and Amendment No. 1 to the Registration Statement on Form S-4 filed on April 15, 2011, and May 24, 2011, respectively, have filed via EDGAR today their responses to the comments of the Staff contained in letters dated May 2, 2011, and June 6, 2011, relating to the above-referenced filings. Set forth below are the comments contained in the Staff’s letters and immediately below each comment is our response with respect thereto.
May 2, 2011 Comment Letter
General
| | 1. | We note that you are registering the Exchange Notes in reliance on our position enunciated in Exxon Capital Holdings Corp., 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 supplemental 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. |
On May 24, 2011, we provided a supplemental letter stating that we are registering the exchange offer in reliance on the Staff’s position contained in the Exxon Capital, Morgan Stanley, and Shearman & Sterling no-action letters, and including the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters.
Securities and Exchange Commission
Page 2
June 6, 2011 Comment Letter
Exhibit 5.1
| | 1. | We note the statement in the second to last paragraph on the second page that the law governed by this opinion is limited to, in part, “the Delaware Limited Company Act and the Delaware General Corporation Law.” Please revise your legality opinion or confirm to us in a response to indicate that the opinion opines upon Delaware law including all applicable statutory provisions, the rules and regulations underlying those provisions and all applicable judicial and regulatory determinations interpreting those laws. |
Provided supplementally with this letter is a letter from our counsel, Barack Ferrazzano Kirschbaum & Nagelberg LLP, providing the requested confirmation.
Exhibit 5.4
| | 2. | Please delete the assumptions under the heading (ii) on page two. Whether the resolutions, etc., are still in effect is a matter of fact. Counsel may rely on an officer’s certificate or its own investigation. It is not entitled to assume these facts. |
The legal opinion filed on the date hereof as Exhibit 5.4 to Amendment No. 2 to the Registration Statement has been revised to delete the assumptions under the heading (ii) on page two.
| | 3. | Please refer to the first sentence in paragraph 5.1. Please remove the reference to matters governed by laws “as currently in effect,” or please confirm that you will refile the opinion on the date of effectiveness. |
The legal opinion filed on the date hereof as Exhibit 5.4 to Amendment No. 2 to the Registration Statement has been revised to remove the reference to matters governed by laws “as currently in effect” in paragraph 5.1.
| | 4. | Please delete the reference to “solely for your benefit” in paragraph 5.6. Disclaimers of responsibility that in any way state or imply that investors are not entitled to rely on the opinion, or other limitations on whom may rely on the opinion, are not appropriate. |
The legal opinion filed on the date hereof as Exhibit 5.4 to Amendment No. 2 to the Registration Statement has been revised to delete the reference to “solely for your benefit” in paragraph 5.6.
We believe the foregoing provides a complete response to the Staff’s May 2, 2011, and June 6, 2011 letters. We greatly appreciate your prompt review of and assistance with this response.
|
| Very truly yours, |
|
| /s/ Jonathan C. Gold |
|
| Jonathan C. Gold |
| Senior Vice President, General Counsel and Secretary |
Securities and Exchange Commission
Page 3
| cc: | Max A. Webb, Securities and Exchange Commission |
| | Sonia Bednarowski, Securities and Exchange Commission |
| | Jeff Gilbert, PricewaterhouseCoopers LLP |
| | William E. Turner II, Esq., Barack Ferrazzano Kirschbaum & Nagelberg LLP |
BARACK FERRAZZANO KIRSCHBAUM & NAGELBERG LLP
200 West Madison Street, Suite 3900
Chicago, Illinois 60606
Telephone (312) 984-3100
Facsimile (312) 984-3150
June 13, 2011
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: John Dana Brown
| | Re: | Quality Distribution LLC |
Dear Mr. Brown:
In response to Comment 1 of the staff of the Division of Corporation Finance of the Securities and Exchange Commission with respect to the above-referenced filing, as set forth in your letter dated June 6, 2011, Barack Ferrazzano Kirschbaum & Nagelberg LLP, as counsel to the registrants, hereby confirms that the reference to the Delaware Limited Liability Company Act and the Delaware General Corporation Law in our opinion (Exhibit 5.1) includes, and our opinion therefore opines upon, all applicable statutory provisions, the rules and regulations underlying those provisions and all applicable judicial and regulatory interpreting those laws.
|
| Very truly yours, |
|
/s/ Barack Ferrazzano Kirschbaum & Nagelberg LLP |
