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Exhibit 5.14
[BCB logo]
Two Plaza East, Suite 1085
330 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
414.273-4200
FAX 414.273.7786
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 under and in accordance with Article XI of the Indenture described in
Section I. (a) below (the "Guarantees") by, among others, each of Wisconsin
Diagnostic Imaging, Inc. and Kenosha Diagnostic Imaging, Inc., each a Wisconsin
corporation (together, the "Wisconsin 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 Wisconsin Guarantors solely for the
purpose of rendering certain opinions, including the opinion set forth herein,
in connection with the above.
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MedQuest, Inc.
February 13, 2003
Page 2
I. MATERIALS EXAMINED.
For purposes of rendering the opinions set forth below, we have reviewed
the following documents:
a) The Indenture, including the Guarantees set forth therein, between the
Company, MQ Associates, and Subsidiary Guarantors, and Wachovia Bank,
National Association, as Trustee, dated August 15, 2002;
b) The First Supplemental Indenture, dated as of November 13, 2002;
c) The Officer's Certificate Pursuant to the Credit Agreement and the
Purchase Agreement dated August 15, 2002;
d) The Secretary's Certificate Pursuant to the Credit Agreement and the
Purchase Agreement dated August 15, 2002;
e) The Wisconsin Diagnostic Imaging, Inc., Closing Certificate, dated
November 13, 2002, and exhibits attached thereto; and
f) The Secretary's Certificate dated February 13, 2003.
For purposes of this opinion, items (a) through (b) above are referred to
collectively as the "Indenture." All of the items (a) through (f) above are
referred to as the "Documents."
We are admitted to practice in the State of Wisconsin only and do not hold
ourselves out as being experts on the law of any jurisdiction other than the
laws of the State of Wisconsin.
II. ASSUMPTIONS.
For purposes of this opinion, we have assumed without independent
investigation that:
a) The Documents submitted to us as originals are authentic, the Documents
submitted to us as copies conform to the original Documents, and the
Documents submitted to us as drafts will conform exactly to the final
Documents;
b) All factual statements, covenants, warranties and representations
set forth in the Documents are true, correct and complete in all
material respects;
c) All of the Documents have been duly authorized, executed and
delivered by the parties thereto;
d) If any director of a Wisconsin Guarantor has a material financial
interest in or is an officer or director of a party to the Indenture or
any of the transactions contemplated
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MedQuest, Inc.
February 13, 2003
Page 3
therein, a majority of the independent directors of such Wisconsin
Guarantor has authorized, approved or ratified the transaction upon
full disclosure of the material facts of the transaction, or the
transaction is fair to such Wisconsin Guarantor;
e) The Guarantees executed by the Wisconsin Guarantors in connection with
the Indenture are reasonably expected to increase the Wisconsin
Guarantors' business; and
f) If the execution, delivery or performance of the Guarantees by the
Wisconsin Guarantors is deemed a distribution to the Wisconsin
Guarantors' parent, after giving effect to such distribution each
Wisconsin Guarantor will be able to pay its debts as they become due in
the ordinary course of business and its assets will not be less than
the sum of its total liabilities, plus the amount that would be needed,
if the corporation were to be dissolved at the time of distribution, to
satisfy the preferential rights upon dissolution of shareholders whose
preferential rights are superior to those receiving the distribution.
III. OPINION.
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 in exchange for the Old Notes in accordance with the Indenture and
the Exchange Offer, the Guarantees of the Wisconsin Guarantors will be the
legally valid and binding obligations of the respective Wisconsin Guarantors.
IV. QUALIFICATIONS.
Our opinion is subject to the following qualifications:
a) Our opinion is limited to the laws of the State of Wisconsin 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.
b) Our opinion assumes for purposes of the opinion that the validity and
legally binding effect of the Guarantees would be determined under
Wisconsin law rather than the law selected by the choice of law
provision in the documents.
c) Our opinion is 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 creditors
or other obligees generally and (ii) possible limitations on
enforceability of
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MedQuest, Inc.
February 13, 2003
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certain provisions contained in the Indenture, such as provisions
waiving rights afforded to the Wisconsin Guarantors 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. This opinion
is provided to you as a legal opinion only and not as a guarantee or warranty of
the matters discussed herein. Except as otherwise expressly stated below, this
letter may not be used or relied upon for any other purpose, or furnished to,
used by or referred to by any other party, or copied, quoted or referred to in
any other report or document, or filed with any governmental authority, without
our prior written consent.
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.
Very truly yours,
BECK, CHAET & BAMBERGER, S.C.
/s/ BECK, CHAET & BAMBERGER, S.C.