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Exhibit 5.10
MCNAIR LAW FIRM, P.A.
ATTORNEYS AND COUNSELORS AT LAW
WWW.MCNAIR.NET
BANK OF AMERICA TOWER POST OFFICE BOX 11390
1301 GERVAIS STREET, 17th FLOOR COLUMBIA, SOUTH CAROLINA 29211
COLUMBIA, SOUTH CAROLINA 29201 TELEPHONE (803)799-9800
FACSIMILE (803)376-2277
February 13, 2003
MedQuest, Inc.
2400 North Point Parkway
Alpharetta, Georgia 30022
O'Melveny & Myers LLP
30 Rockefeller Plaza
New York, New York 10112
RE: REGISTRATION OF SECURITIES OF MEDQUEST, INC.
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-4 (File No.
333-101399) (the "Registration Statement") of MedQuest, Inc., a Delaware
corporation (the "Company"), in connection with the Company's offer (the
"Exchange Offer") to exchange up to $180,000,000 principal amount of the
Company's 11 7/8% Senior Subordinated Notes due 2012 that have been registered
under the Securities Act of 1933 (the "New Notes"), which New Notes will be
guaranteed under the Indenture (as hereinafter defined) (the "Guarantees") by,
among others, each of Anderson Diagnostic Imaging, Inc., Northeast Columbia
Diagnostic Imaging, Inc., Lexington Open MRI, Inc., MedQuest Associates, Inc.,
Palmetto Imaging, Inc., Piedmont Imaging, Inc., South Carolina Diagnostic
Imaging, Inc., Sun View Holdings, Inc. and Carolinas Diagnostic Imaging, Inc.,
each a South Carolina corporation, and Carolina Medical Imaging, LLC, Open MRI
of Simpsonville, LLC, Simpsonville Open MRI, LLC, East Cooper Diagnostic
Imaging, LLC, Farmfield Diagnostic Imaging, LLC, Fort Mill Diagnostic Imaging,
LLC, Tricom Diagnostic Imaging, LLC, West Ashley Diagnostic Imaging, LLC, Open
MRI & Imaging of Florence, LLC and Open MRI of Myrtle Beach, LLC, each a South
Carolina limited liability company (together, the "South Carolina Guarantors"),
for a like principal amount of the Company's outstanding 11 7/8% Senior
Subordinated Notes due 2012 (the "Old Notes"), which Old Notes have also been
guaranteed by the South Carolina Guarantors. We have acted as special local
counsel in the State of South Carolina (the "State") to each of the South
Carolina Guarantors in connection with the rendition of this opinion.
In connection with the rendition of the within opinions, we have reviewed
the following documents:
1. The Indenture dated August 15, 2002 among Medquest, Inc.
("Medquest"), MQ Associates, Inc. ("MQ"), the subsidiary guarantors party
thereto (including the South Carolina Guarantors) (the "Subsidiary
Guarantors"), and Wachovia Bank, National Association ("Wachovia"), as
Trustee, as supplemented by the First Supplemental Indenture among Town &
Country Open MRI, LLC, Clayton Open MRI, LLC, Wisconsin Diagnostic Imaging,
Inc.,
COLUMBIA 734237v10
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MedQuest, Inc.
O'Melveny & Myers LLP
February 13, 2003
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Vienna Diagnostic Imaging, Inc., Medquest, MQ, the Subsidiary Guarantors and
Wachovia dated November 13, 2002 and by the Second Supplemental Indenture among
Brunswick Diagnostic Imaging, LLC, Medquest, MQ, the Subsidiary Guarantors and
Wachovia dated December 20, 2002 (collectively, the "Indenture");
2. An Officer's Certificate of each of the corporate South Carolina
Guarantors dated the date hereof and a Sole Member's Certificate or Manager's
Certificate (as applicable) of each of the limited liability company South
Carolina Guarantors dated the date hereof (i) containing a copy of any amendment
to the Articles of Incorporation or the Bylaws for each of the South Carolina
Guarantors that is a South Carolina corporation and any amendment to the
Articles of Organization or the Operating Agreement for each of the South
Carolina Guarantors that is a South Carolina limited liability company, and (ii)
certifying that (a) any amendment attached thereto together with the respective
Articles of Incorporation or Articles of Organization (as applicable)
(collectively, the "Articles") or of the ByLaws or Operating Agreement (as
applicable) (collectively, the "ByLaws") that were attached to the respective
Secretary's Certificates and Sole Member's or Manager's Certificates dated
August 15, 2002, all of which we also reviewed, comprise a true, correct and
complete copy of the respective Articles and ByLaws in effect as of the date
hereof and (b) the resolutions of each of the respective South Carolina
Guarantors authorizing the execution, delivery and performance of the Indenture
(collectively, the "Resolutions"), copies of which were attached to the
respective Secretary's Certificates or Sole Member's or Manager's Certificates
dated August 15, 2002, all of which we also reviewed, are the true correct and
complete copies of the Resolutions and have not in any way been amended,
modified, revoked or rescinded, have been in full force and effect since their
adoption to and including the date hereof and are now in full force and effect
and are the only corporate or limited liability, as applicable, proceedings of
each such South Carolina Guarantor now in force relating to or affecting the
matters referred to in the Resolutions (collectively, the "Secretary's
Certificates"); and
3. Certificates of Existence from the Office of the Secretary of State of
South Carolina dated February 10, 2003 for each of the South Carolina
Guarantors (collectively, the "Certificates of Existence").
In addition, we have examined the original, or copies certified to our
satisfaction, of such other corporate documents and records of the South
Carolina Guarantors, and we have made such investigations of law, as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed.
For purposes hereof, we have assumed with your permission and without any
independent verification:
(i) the conformity with the originals of all documents and
certificates submitted to us as photocopies and the authenticity of the
originals of all such documents and certificates;
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MedQuest, Inc.
O'Melveny & Myers LLP
February 13, 2003
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(ii) the accuracy and completeness of the factual statements,
representations and warranties made in the Indenture, Certificates of Existence,
the Secretary's Certificates and the other documents delivered to us to review;
(iii) that as to any documents material to this opinion executed by
parties other than the South Carolina Guarantors, such parties had the corporate
or other power to enter into and perform all obligations thereunder, and that
the execution, delivery and performance of such documents were duly authorized
by all requisite corporate or other action of such parties, and that such
documents are the valid, binding and enforceable obligations of such parties;
(iv) the due execution and delivery of the Indenture by the persons, as to
the South Carolina Guarantors, authorized in the Resolutions to execute and
deliver the same and as to all other parties, by the persons authorized in
appropriate and duly adopted resolutions to execute and deliver the same; and
(v) the genuineness of all signatures, and the legal capacity of all
natural persons executing documents.
Based on the foregoing and subject to the qualifications set forth herein,
we are of the opinion that:
1. Based solely on the Certificates of Existence, each of the South
Carolina Guarantors is a corporation or limited liability company, as
applicable, validly existing (as of February 10, 2003), under the laws of the
State.
2. Each of the South Carolina Guarantors has the requisite corporate or
limited liability company, as applicable, power and authority necessary to
execute and deliver the Indenture (which includes the Guarantees) and to perform
its respective obligations thereunder.
3. The execution and delivery by each South Carolina Guarantor of the
Indenture (which includes the Guarantees) and the performance by each South
Carolina Guarantor of its respective obligations thereunder has been duly
authorized by all necessary corporate or limited liability company, as
applicable, action on the part of each such South Carolina Guarantor.
4. The Indenture was duly executed on behalf of the South Carolina
Guarantors by the person or persons authorized by the Resolutions.
Our opinions expressed above are qualified as follows:
a. We assume no obligation to update or supplement this opinion
to reflect any events or state of facts that may hereafter come to our
attention, or any changes in laws or court decisions that may hereafter
occur.
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MedQuest, Inc.
O'Melveny & Myers LLP
February 13, 2003
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b. We are qualified to practice law in the State and we do not
purport to express any opinion on any laws other than the laws of the
State. This opinion is limited to the internal laws of the State in
effect as of the date hereof. This opinion is limited to the matters
stated herein, and no opinion is implied or may be inferred beyond the
matters expressly stated herein.
This opinion is rendered solely to you and is solely for your benefit and
for the benefit of the holders of the New Notes and their successors and assigns
in connection with the transactions covered hereby. This opinion may not be
relied upon by you or the holders of the New Notes or their successors or
assigns for any other purpose, or furnished to, quoted to or relied upon by any
other person, firm or corporation for any purpose, without our prior written
consent.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. By giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the general rules and regulations
promulgated thereunder.
Very truly yours,
McNAIR LAW FIRM, P.A.
By: /s/ M. ELIZABETH CRUM
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A Member of the Firm