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Exhibit 5.12
SCOTT, HULSE, MARSHALL, FEUILLE, FINGER & THURMOND, P.C.
ATTORNEYS AT LAW
1100 CHASE TOWER
201 EAST MAIN DRIVE
EL PASO, TEXAS 79901
POST OFFICE BOX 9 9123
EL PASO, TEXAS 79999-9123
TELEPHONE (915) 533-2493
RICHARD H. FEUILLE J.L. JAY * ADMITTED IN TEXAS
RICHARD G. MUNZINGER GARY A. NORTON AND NEW YORK LOUIS A. SCOTT
STEPHEN B. TATEM, JR. ERIC M. BRITTAIN + + ADMITTED IN TEXAS (1895-1974)
FRANK FEUILLE IV JAMES R. DENNIS AND NEW MEXICO JAMES F. HULSE
JAMES T. McNUTT, JR. RACHEL A. EKERY ++ ADMITTED IN (1905-1989)
G. RUSSELL HILL R. GLENN DAVIS + OKLAHOMA ONLY SCHUYLER B.
DAVID P. HASSLER ALAN K. DAVIS 0 ADMITTED IN TEXAS MARSHALL
W. DAVID BERNARD DAVID L. LEFFMAN AND ILLINOIS (1920-1993)
STUART R. SCHWARTZ CHANTEL CREWS --------------
ROBERT R. FEUILLE M. GUSTAVE PICK PLEASE ADDRESS
JOSEPH L. HOOD, JR. JOHN F. SHRODE FIRM
JEFFREY C. BROWN * A. MARCELO RIVERA ATTN: WRITER
WAYNE WINDLE JOHN C. HUEBL 0
WILLIAM V. BALLEW, JAMES C. NEELD ++
III + THOMAS R. ERICKSON
BERNARD D. FELSEN MORGAN L.W.
DAVID R. PIERCE + HAZELTON
JEFFREY S. ALLEY LISA E. VINSON
MICHAEL D. STELL HENRY J. PAOLI
MICHAEL G. McLEAN + DUANE FRIZELL 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:
We have acted as special counsel for Texas Imaging Services of El Paso,
Inc., a Texas corporation (the "Texas Guarantor"), in connection with the
Exchange of Notes (as hereinafter provided). For purposes of defining Exchange
of Notes, reference is made to that certain exchange of notes transaction
described in that certain 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 "Guarantee")
by, among others, the Texas Guarantor, 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 Texas Guarantor.
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Wachovia Bank, National Association,
As Administrative Agent
Designated Lenders
February 13, 2003
Page 2 of 6
All capitalized terms used in this opinion and not otherwise defined
herein shall have the meanings attributed to them in the Exchange of Notes
Documents described below:
A. EXAMINATION.
1. For purposes of rendering our opinion set forth herein, we have
reviewed originals or copies of the following documents which pertain directly
to the Exchange of Notes (collectively, the "Exchange of Notes Documents"):
a. Credit Agreement, dated August 15, 2002, among MedQuest,
Inc., MQ Associates, Inc., MQ Investment Holdings, LLC, the Lenders
from time to time party thereto, and Wachovia Bank, National
Association, as Administrative Agent;
b. Guarantee and Collateral Agreement, dated August 15, 2002,
made by MQ Associates, Inc. and certain of its Subsidiaries in favor of
Wachovia Bank, National Association, as Administrative Agent;
c. Indenture, dated August 15, 2002, among MedQuest, Inc., MQ
Associates, Inc., the Subsidiary Guarantors and Wachovia Bank, National
Association, as Administrative Agent;
d. Registration Rights Agreement, dated August 15, 2002, by
and among MedQuest, Inc., the Guarantors and J.P. Morgan Securities,
Inc., UBS Warburg LLC and Wachovia Securities, Inc.;
e. Preliminary Offering Memorandum, dated August 15, 2002, by
MedQuest, Inc.;
f. Registration Statement;
g. Old Notes and the Guarantee by the Texas Guarantor with
respect thereto; and
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Wachovia Bank, National Association,
As Administrative Agent
Designated Lenders
February 13, 2003
Page 3 of 6
h. New Notes and the Guarantee by the Texas Guarantor with
respect thereto.
2. For purposes of rendering our opinion set forth herein, we have also
examined originals or copies of the following documents relating to the Texas
Guarantor (collectively, the "Authority Documents"):
a. Articles of Incorporation of Texas Imaging Services of El
Paso, Inc., filed October 10, 1995, and the Texas Guarantor's bylaws
adopted October 10, 1995;
b. Certificate of Corporate Resolutions executed by the Texas
Guarantor's Secretary;
c. Stock Certificates of the Texas Guarantor;
d. Certificate of Existence, dated July 31, 2002, issued by
the Texas Secretary of State with respect to the Texas Guarantor; and
e. Certificate of Good Standing, dated July 31, 2002, issued by the
Texas Comptroller of Public Accounts with respect to the Texas Guarantor.
3. We have also examined the originals or copies, certified or otherwise,
identified to our satisfaction, of all such records of the Texas Guarantor and
all such agreements, certificates of public officials, certificates of officers
of the Texas Guarantor, and such other documents, certificates and corporate or
other records as we have deemed necessary or appropriate as a basis for the
opinion set forth below.
B. OPINION.
Based on and relying solely upon the foregoing, subject to the
assumptions, comments, qualifications and exceptions hereinafter stated, the
undersigned is of the opinion (limited in all respects to the laws of the State
of Texas and applicable federal laws) 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
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Wachovia Bank, National Association,
As Administrative Agent
Designated Lenders
February 13, 2003
Page 4 of 6
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 Guarantee of the Texas Guarantor will be the legally valid and
binding obligation of the Texas Guarantor.
C. ASSUMPTIONS.
In rendering the opinion expressed herein, we have assumed:
1. That all documents submitted to us are authentic.
2. That all signatures on the Exchange of Notes Documents, as documents
submitted to us as originals, are authentic and that all instruments submitted
to us as copies conform with the originals.
3. That all Exchange of Notes Documents to be filed in the public records
of (i) the United States of America, (ii) the State of Texas, and/or any
subdivision of (i) or (ii), have been or will be so filed.
4. That matters of fact on all certificates of public officials
(including, by way of example only and without limitation, Uniform Commercial
Code searches and certificates by public officials for the State of Texas) and
all certificates of officers of the Texas Guarantor furnished us are true and
correct, our being under no duty to independently verify such matters of fact.
5. That no Authority Documents have been amended in a material manner from
and after August 15, 2002.
6. That all factual representations of the Texas Guarantor contained in
the Exchange of Notes Documents are true and correct, our being under no duty to
independently verify such matters of fact.
7. That no fraud exists with respect to any matters relevant to this
opinion.
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Wachovia Bank, National Association,
As Administrative Agent
Designated Lenders
February 13, 2003
Page 5 of 6
D. COMMENTS, QUALIFICATIONS AND EXCEPTIONS.
Notwithstanding any other terms of this opinion to the contrary, the
opinions herein expressed are subject to the following comments, qualifications,
and exceptions:
1. We are admitted to practice in the State of Texas and express no
opinion as to the laws other than the laws of the State of Texas and the federal
laws of the United States.
2. We express no opinion as to: (i) the enforceability of any provision
contained in the Exchange of Notes Documents allowing any holder of the Old
Notes and/or the New Notes (collectively, the "Notes") to accelerate the
maturity date of the Notes, to institute foreclosure proceedings, or to exercise
any similar right, without notice to the person or entity signatory thereto or
bound thereby; (ii) whether a court would grant specific performance or any
other equitable remedy with respect to any provision of the Exchange of Notes
Documents; (iii) the effect, if any, on the enforcement, collection, and
acceleration provisions of the Exchange of Notes Documents by reason of
bankruptcy, insolvency, fraudulent conveyance, limitations upon any self-help
remedies, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights; and (iv) the effect, if any, on certain
enforcement provisions and remedies provided in the Exchange of Notes Documents
by reason of other applicable federal and state laws, and interpretations
thereof, none of which, however, except for the economic consequences of any
judicial or procedural delay which may result from the application or
interpretation thereof, will materially diminish the practical realization of
the benefits intended to be created by the Exchange of Notes Documents.
3. Any reference to our knowledge in this opinion is based solely
upon inquiries made by us to the Texas Guarantor and refers solely to the
knowledge of the lawyers in our firm (i.e., G. Russell Hill and Thomas R.
Erickson) participating in the preparation of the Exchange of Notes Documents
and in other work relating to the transactions contemplated thereby and not
to the knowledge of every lawyer in this firm.
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Wachovia Bank, National Association,
As Administrative Agent
Designated Lenders
February 13, 2003
Page 6 of 6
E. ADDRESSEES AND RELIANCE.
1. Except as hereinafter expressly provided, this opinion is
furnished solely for the benefit of the following:
a. The addressees of this letter and/or any successors in
interest to such addressees; and
b. The initial holders of the New Notes and, subject to the
following qualifications, the successors or assigns of the initial holders of
the New Notes. Provided, however, with respect to reliance upon this opinion by
successors or assigns of the initial holders of the New Notes: (i) nothing in
this opinion shall be deemed as our opining as to any transaction(s) whereby
such successors or assigns become holders of the New Notes; and (ii) nothing in
this opinion shall be deemed to impose any duty on our part to update this
opinion at any time subsequent to the date hereof.
2. Without limitation on the foregoing, this letter is not to be quoted in
whole or in part, referred to in any financial statements of the Company or any
holder of the Notes, nor is it to be filed with any governmental agency or other
person without prior written consent of this law firm. NOTWITHSTANDING THE
FOREGOING, HOWEVER: (i) we hereby consent to the use of this opinion as an
exhibit to the Registration Statement; and (ii) 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.
Very truly yours,
/s/ SCOTT, HULSE, MARSHALL,
FEUILLE, FINGER & THURMOND, P.C.