EXHIBIT 5.5
[LETTERHEAD OF HOLLAND & KNIGHT LLP]
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.
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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 "Guarantee") by, among others, Florida
Diagnostic Imaging Center, Inc., a Florida corporation (the "Florida
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 such guarantor. We have acted as special
Florida counsel to the Florida Guarantor for the sole purpose of rendering our
opinions below in connection with the above.
In connection with this opinion letter, we have examined and relied on
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Registration Statement, (ii) 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, and (iii) such other documents, certificates, and
records as we have deemed necessary or appropriate as a basis for the opinion
set forth herein. We have also relied upon statements and factual
representations made to us by representatives of the Company. We have assumed
without inquiry or other investigation (a) the legal capacity of each natural
person executing the agreements and instruments described herein, (b) the
agreements and instruments described herein constitute the valid and binding
obligation of each party to such agreements and instruments (other than the
Florida Guarantor), enforceable against such party in accordance with their
respective terms, (c) that there have been no undisclosed modifications of any
provision of any document reviewed by us in connection with the rendering of the
opinions and no undisclosed prior waiver of any right or remedy contained
MedQuest, Inc.
February 13, 2003
Page 2
in any of the documents, (d) the genuineness of each signature, (e) the
completeness of each document submitted to us, (f) the authenticity of each
document reviewed by us as an original, (g) the conformity to the original of
each document reviewed by us as a copy and the authenticity of the original of
each document received by us as a copy, and (h) that each transaction complies
with all tests of good faith, fairness, and conscionability required by law.
Notwithstanding our opinions expressed herein, we express no opinion with
respect to (a) provisions regarding contribution among the various parties, (b)
waivers of (i) legal or equitable defenses, (ii) rights to damages, (iii) rights
to counter claim or set off, (iv) statutes of limitations, (v) rights to notice,
(vi) the benefits of statutory, regulatory, or constitutional rights, unless and
to the extent the statute, regulation, or constitution explicitly allows waiver,
and (vii) other benefits to the extent they cannot be waived under applicable
law, and (c) the enforceability of the Guarantee of the Florida Guarantor, if it
should be determined that adequate and legally sufficient consideration has not
been given in exchange for the obligations guaranteed by the Guarantee of the
Florida Guarantor, or that adequate and legally sufficient consideration has not
been given for the granting and delivery of the Guarantee of the Florida
Guarantor, or that the Florida Guarantor has not received reasonably equivalent
value for its obligations pursuant to the Guarantee of the Florida Guarantor, as
to all of which we express no opinion.
Our opinions expressed below are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), and
(iii) public policy considerations which may limit the rights of parties to
obtain certain remedies.
Upon the basis of and subject to the foregoing and subject to the
exceptions, qualifications and limitations hereinafter set forth, we are of the
opinion that when the New Notes have been duly executed, authenticated, issued
and delivered in accordance with the Indenture in exchange for the Old Notes in
accordance with the Indenture and the Exchange Offer, the Guarantee of the
Florida Guarantor will be the legally valid and binding obligation of the
Florida Guarantor.
This opinion letter is based as to matters of law solely on such internal
law of the State of Florida (but not including any statutes, ordinances,
administrative decisions, rules or regulations of any political subdivision of
the State of Florida), and such federal law of the United States of America
that, in each case in our experience, is normally applicable to a transaction of
the type described herein and the parties thereto. Accordingly, we express no
opinion with respect to the effect of the laws of any other jurisdiction on the
transactions described herein. We note that the Indenture, the New Notes and the
Old Notes provide that they will be governed by the laws of the State of New
York, but our opinions contained herein are given as if those documents were
governed by the laws of the State of Florida.
MedQuest, Inc.
February 13, 2003
Page 3
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,
Holland & Knight LLP
/s/ HOLLAND & KNIGHT LLP