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Exhibit 5.11
[LETTERHEAD OF THE BEASLEY LAW GROUP, LLC]
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 (the "Registration
Statement") on Form S-4 (File No. 333-101399) 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 (the "Guarantees") by, among others, each of BioImaging at Charlotte,
Inc., BioImaging at Harding, Inc., BioImaging of Cool Springs, Inc. and
Chattanooga Diagnostic Imaging, Inc., each a Tennessee corporation (together,
the "Tennessee 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 such guarantors.
We have acted as counsel to the Tennessee Guarantors in connection
with the above.
Upon the basis of the foregoing, we are of the opinion that when the
New Notes have been duly executed, authenticated and delivered in accordance
with the Indenture dated as of August 15, 2002, as supplemented (the
"Indenture"), among the Company, MQ Associates, Inc., as guarantor, the
Subsidiary Guarantors parties thereto and Wachovia Bank, National Association,
as Trustee, in exchange for the Old Notes in accordance with the Indenture and
the Exchange Offer, the Guarantees of the Tennessee Guarantors, assuming their
execution, will be the legally valid and binding obligations of the respective
Tennessee Guarantors. Our opinion is subject to the following qualifications:
a. We have not reviewed and do not opine as to: (i) compliance of
the Tennessee Guarantor with applicable zoning, health, safety,
building, environmental, land use or subdivision laws,
ordinances, codes, rules or regulations, and (ii) the
applicability to or effect on the transaction of Tennessee state
or local taxation,
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MedQuest, Inc.
February 13, 2003
Page 2
criminal, banking, bond, antitrust, employee benefits, civil
forfeiture, securities or "blue sky" laws, rules or regulations.
b. Our opinion is limited to the laws of the State of Tennessee in
effect on the date hereof as they presently apply. We shall have no
continuing obligations to inform you of changes in law or fact
subsequent to the date hereof or of facts of which we become aware
after the date hereof.
c. Our opinion is limited to Tennessee law, and assumes for the
purposes of the opinion that the validity and legally binding
effect of the documents would be determined under Tennessee law
rather than the law selected by the choice of law provision in
the documents. Such opinion is further limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or conveyance, equitable subordination, marshaling of
assets and similar laws and equitable principles relating to or
affecting the rights of credits or other obliges generally and
(ii) possible limitations on enforceability of certain provisions
contained in the Transaction Documents, such as provisions
waiving rights afforded to the Tennessee Guarantor under any
statute or constitutional provision.
This opinion is limited to the matters set forth herein. No opinion
may be inferred or implied beyond the matters expressly contained herein. We
hereby consent to the use of this opinion as an exhibit to 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. This
opinion is provided to you as a legal opinion only and not as a guarantee or
warranty of the matters discussed herein.
Very truly yours,
THE BEASLEY LAW GROUP, PLLC
/s/ KURT V. BEASLEY
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Kurt V. Beasley
KVB/pa