[LETTERHEAD OF O'MELVENY & MYERS LLP]
November 8, 2002
Quality Distribution, LLC
3802 Corporex Park Drive
Tampa, Florida 33619
Re: Registration of Securities of Quality Distribution, LLC
Ladies and Gentlemen:
At your request, we have examined the Registration Statement (the
"Registration Statement") on Form S-4 (File No. 333-98077) of Quality
Distribution, LLC, a Delaware limited liability company (the "Company"), in
connection with the Company's offer (the "Exchange Offer") to exchange up to
$54,654,296 principal amount of the Company's 12 1/2% Senior Subordinated
Secured Notes due 2008 that have been registered under the Securities Act of
1933 (the "New Notes"), which New Notes will be guaranteed (the "Guarantees") by
each of American Transinsurance Group, Inc., a Delaware corporation, Chemical
Leaman Tank Lines, Inc., a Delaware corporation, CLM, Inc., a Delaware
corporation, CLT Services, Inc., a Delaware corporation, EnviroPower, Inc., a
Delaware corporation, Fleet Transport Company, Inc., a Delaware corporation,
LLI, Inc., a Delaware corporation, Pickering Way Funding Corp., a Delaware
corporation, Power Purchasing, Inc., a Delaware corporation, QSI Services, Inc.,
a Delaware corporation, Quala Systems, Inc., a Delaware corporation, and
Transplastics, Inc., a Delaware corporation (collectively, the "Delaware
Guarantors") and by each of Capacity Management Systems, Inc., a Pennsylvania
corporation, Chemical Leaman Corporation, a Pennsylvania corporation, Chemical
Properties, Inc., a Pennsylvania corporation, CLTL of Nevada, a Nevada
corporation, Lakeshore Leasing, Inc., an Indiana corporation, Mexico
Investments, Inc., a Florida corporation, MTL of Nevada, a Nevada corporation,
and Quality Carriers, Inc., an Illinois corporation, (collectively, the
"Non-Delaware Guarantors" and, together with the Delaware Guarantors, the "Note
Guarantors"), for a like principal amount of
Quality Distribution, LLC
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the Company's outstanding 12 1/2% Senior Subordinated Secured Notes due
2008 (the "Old Notes"), which Old Notes have also been guaranteed by each of the
Note Guarantors.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate and limited liability company
records, certificates of public officials and other instruments as we have
deemed necessary or advisable for the purpose of rendering this opinion.
For purposes of our opinion, we have assumed that each of the
Non-Delaware Guarantors (i) is a corporation duly organized, validly existing
and in good standing under the laws of its state of organization, (ii) has the
corporate power and authority to consummate the Exchange Offer and the
transactions contemplated thereby, including the execution, delivery and
performance of its obligations under the New Notes or the Guarantees of the New
Notes, as the case may be, (iii) has taken all requisite corporate action to
authorize the performance of the Exchange Offer and the transactions
contemplated thereby, including the execution, delivery and performance of its
obligations under the New Notes or the Guarantees of the New Notes, as the case
may be, and (iv) will duly execute and deliver the New Notes and any other
documents necessary to effect the Exchange Offer.
Upon the basis of the foregoing, we are of the opinion that:
1. When the New Notes have been duly executed, authenticated and
delivered in accordance with the Indenture dated as of May 30, 2002 (the
"Indenture") among the Company, the Note Guarantors and The Bank of New York, as
Trustee, in exchange for the Old Notes in accordance with the Indenture and the
Exchange Offer, the New Notes will be legally valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or affecting creditors' rights generally (including,
without limitation, fraudulent conveyance laws), and by general principles of
equity including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief, regardless of whether considered in a
proceeding in equity or at law.
2. When the New Notes have been duly executed, authenticated and
delivered in accordance with the Indenture in exchange for the Old Notes in
accordance with the Indenture and the Exchange Offer, the Guarantees will be the
legally valid and binding obligations of the Note Guarantors, enforceable
against the Note Guarantors in accordance with their terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting creditors' rights generally (including, without
limitation, fraudulent conveyance laws), and by general principles of equity
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing and the possible unavailability of specific performance
or injunctive relief, regardless of whether considered in a proceeding in equity
or at law.
Quality Distribution, LLC
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We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement. In giving this consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations promulgated thereunder. We
are members of the Bar of the State of New York and the foregoing opinion is
limited to the laws of the State of New York.
Respectfully submitted,
/s/ O'Melveny & Myers LLP