EXHIBIT 5.02
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
March 22, 2004
Quintiles Transnational Corp.
4709 Creekstone Drive, Suite 200
Durham, North Carolina 27703
Smith, Anderson, Blount, Dorsett,
Mitchell & Jernigan, L.L.P.
2500 Wachovia Capitol Center
Raleigh, North Carolina 27601
Re: Quintiles Transnational Corp. Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special New York counsel to Quintiles Transnational
Corp., a corporation organized under the laws of North Carolina (the "Company"),
in connection with the Registration Statement on Form S-4 (the "Registration
Statement") filed by the Company and certain subsidiaries of the Company listed
as Additional Registrants in the Registration Statement (the "Subsidiary
Guarantors") with the Securities and Exchange Commission for registration under
the Securities Act of 1933, as amended (the "Securities Act"), of (i)
$450,000,000 aggregate principal amount of 10% Senior Subordinated Notes due
2013 of the Company (the "Exchange Notes") and (ii) the guarantee of the
Exchange Notes (the "Guarantees" and, together with the Exchange Notes, the
"Securities") by each of the Subsidiary Guarantors. The Securities will be
issued pursuant to the Indenture, dated September 25, 2003 (the "Indenture"),
among the Company, the Subsidiary Guarantors and Wells Fargo Bank Minnesota,
N.A. as trustee (the "Trustee"), in connection with the exchange offer covered
by and described in the Registration Statement (the "Exchange Offer") pursuant
to which the Securities will be issued for a like principal amount of the
Company's outstanding 10% Senior Subordinated Notes due 2013 (the "Original
Notes") and related guarantees of the Original Notes by the Subsidiary
Guarantors. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to such terms in the Registration Statement.
In rendering the opinions set forth herein, we have examined and relied
on originals or copies of the following:
(i) an executed copy of the Indenture;
(ii) a specimen form of note representing the Exchange Notes (the
"Specimen Note");
(iii) a specimen form of guarantee of the Exchange Notes
representing a Guarantee (the "Specimen Subsidiary Guarantee");
Quintiles Transnational Corp.
March 22, 2004
Page 2
(iv) copies of the certificate or articles of incorporation of each
of (x) Q.E.D. Communications, Inc., a New York corporation, (y) Medcom, Inc., a
New Jersey corporation, and (z) Quintiles Clinical Supplies Americas, Inc., a
New Jersey corporation, each a subsidiary of the Company and a Subsidiary
Guarantor (the "Designated Subsidiaries"), as certified by the Secretary of
State or State Treasurer of the jurisdiction of incorporation of each of the
Designated Subsidiaries (the "Certified Charters") and copies of an Officer's
Certificate, issued on behalf of each of the Designated Subsidiaries (the
"Officer's Certificates") relating to, among other matters, the (A) Certified
Charters and bylaws of the Designated Subsidiaries and (B) resolutions adopted
by each Designated Subsidiary authorizing the execution, delivery and
performance by the respective Designated Subsidiaries of the Guarantees and the
Indenture; and
(v) copies of a certificate of good standing or existence, dated
as of a recent date (the "Good Standing Certificates"), issued with respect to
each Designated Subsidiary by the Secretary of State of the jurisdiction of
incorporation or organization of each of the Designated Subsidiaries.
The Indenture, the Exchange Notes and the Guarantees are collectively
referred to herein as the "Transaction Agreements".
We have also examined original or copies, certified or otherwise
identified to our satisfaction, of such corporate records of the Designated
Subsidiaries and such agreements, certificates of public officials, governmental
orders and other documents as we have deemed necessary or appropriate as a basis
for the opinions hereinafter expressed.
In our examination, we have assumed the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as facsimiles, electronic, certified or photostatic
copies and the authenticity of the originals of such copies. We have also
assumed the genuineness of the signatures of persons signing all documents and
instruments relating to or in connection with which this opinion is rendered,
the authority of such persons and the legal capacity of all natural persons.
We have not made any special or independent review or investigation as
to any factual matters in connection with the issuance of the opinions contained
herein, and any limited inquiry undertaken by us during the preparation of this
opinion letter should not in any way be regarded as such an investigation.
In rendering the opinions expressed below, we have assumed:
(i) that each of the parties to each of the Transaction Agreements
(other than the Designated Subsidiaries and based solely on our review of the
Certified Charters and Good Standing Certificates) is a corporation or entity
duly incorporated or formed and validly existing in good standing under the laws
of its jurisdiction of incorporation or formation; and
Quintiles Transnational Corp.
March 22, 2004
Page 3
(ii) the Transaction Agreements have been duly authorized by each
of the parties to the Transaction Agreements (other than the Designated
Subsidiaries) and the Transaction Agreements have been duly executed and
delivered by each party thereto and constitute the legal, valid and binding
obligation of each party thereto (other than the Designated Subsidiaries) under
the applicable laws of each such entity's jurisdiction of incorporation or
organization, as the case may be.
Based on the foregoing, we are of the opinion that:
1. When the Exchange Notes have been duly and validly issued and
executed by the Company and duly authenticated by the Trustee, in each case in
accordance with the provisions of the Indenture, and delivered on behalf of the
Company as contemplated by the Registration Statement pursuant to the Exchange
Offer, the Exchange Notes will constitute legally binding obligations of the
Company under New York law, will be entitled to the benefits of the Indenture
and will be enforceable against the Company in accordance with their terms under
New York law.
2. When the Guarantees have been duly and validly issued and
endorsed on the Exchange Notes on behalf of the Subsidiary Guarantors and
delivered in accordance with the provisions of the Indenture, and when the
Exchange Notes are duly issued, executed and delivered by the Company and duly
authenticated by the Trustee in accordance with the Indenture and the Exchange
Offer, the Guarantees will constitute legally binding obligations of each of the
respective Subsidiary Guarantors party thereto and will be enforceable against
the respective Subsidiary Guarantors party thereto in accordance with their
terms.
The opinions expressed above are subject to the following further
limitations, qualifications, exceptions and assumptions:
(i) the effect of bankruptcy, insolvency, reorganization,
fraudulent transfer, fraudulent conveyance, voidable preference, moratorium or
other similar laws, regulations or judicial opinions of general applicability
relating to or affecting creditors' rights and remedies generally;
(ii) the effect of general equitable principles, whether such
principles are considered in a proceeding at law or at equity; and
(iii) an implied covenant of good faith and fair dealing.
The opinions expressed above also do not address the enforceability of
any of the following types of provisions which may be contained in or applicable
to the Indenture, the Exchange Notes and Guarantees:
Quintiles Transnational Corp.
March 22, 2004
Page 4
(i) waivers of (a) legal or equitable defenses; (b) rights to
damages; (c) rights to counter claim, set off, subrogation or reimbursement; (d)
statutes of limitations; and (e) rights to notice;
(ii) provisions providing for forfeitures or the recovery of
amounts deemed to constitute penalties, or for liquidated damages, acceleration
of future amounts due (other than principal) without appropriate discount to
present value, late charges, prepayment charges, interest upon interest, and
increased interest rates upon default; and
(iii) provisions purporting to prohibit, restrict or condition the
assignment of rights under any Transaction Agreement to the extent such
restriction on assignability is governed by the Uniform Commercial Code.
Our opinions above also are subject to the qualification that certain
remedial, exculpatory and other provisions of the Transaction Agreements are or
may be rendered unavailable or unenforceable in whole or in part under the laws
of the State of New York for reasons other than those cited herein should an
actual enforcement action be brought, however in our opinion (and subject to the
exceptions, qualifications, exclusions, assumptions and other limitations
contained herein) such unenforceability would not prevent, and the laws of the
State of New York contain adequate remedial provisions, for the practical
realization of the benefits intended to be provided for in the Transaction
Agreements, except for the economic consequences of any delay that may arise
from the unenforceability of any particulars of any such provision
The opinions expressed herein are limited to matters governed by the
laws of the State of New York and the New Jersey Business Corporations Law and
no opinion is herein expressed with respect to the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus filed as a part thereof. Our consent to such
reference does not constitute a consent under Section 7 of the Securities Act
and in consenting to such reference you acknowledge that we have not reviewed
and that we have not certified as to any part of the Registration Statement and
that we do not otherwise come within the categories of persons whose consent is
required under Section 7 of the Securities Act or under the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP