Exhibit 99(i)-a
Opinion of Howard B. Butler, Jr.
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HOWARD B. BUTLER, JR
ATTORNEY AT LAW
7721 SAN FELIPE, SUITE 202 TELEPHONE: (713) 785-8609
HOUSTON, TEXAS 77063 TELECOPIER: (713) 785-3182
June 23, 2000
MiraQuest Ventures, LLC
960 Broadway
Suite 250
Boise, Idaho 83706
RE: MediQuik Services, Inc. Ladies and Gentlemen:
I have acted as counsel to MediQuik Services, Inc., a Delaware
corporation ("the Company"), in connection with the Stock Purchase Agreement,
dated as of June 30th, 2000, ("Purchase Agreement"), between the Company and
MiraQuest Ventures, LLC ("the Investor"), providing for the purchase and sale
of shares of the Company's common stock ("the Common Stock") and shares of the
Company's Series "A" Preferred Stock ("Series A Shares"), collectively, "the
Securities". This opinion is delivered to you pursuant to Section 4.7 of the
Purchase Agreement. Unless specifically defined in this letter, capitalized
terms used in this letter are used as defined in the Purchase Agreement.
For purposes of this opinion letter, I have examined the following
documents:
1. The Purchase Agreement;
2. The Voting Agreement;
3. The Employment Agreements;
4. The Warrant Agreement; and
5. The Designation of Preferences, Limitations, and Relative Rights of
Series "A" Preferred Stock (the "Designation of Rights").
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MiraQuest Ventures, LLC
June 23, 2000
Page Two
The Purchase Agreement, the Voting Agreement, the Employment Agreements,
and the Warrant Agreement are sometimes collectively referred to as the
"Material Agreements". In addition, I have examined such other documents and
considered such questions of law as I have deemed necessary or appropriate. I
have also reviewed the Articles (Certificate) of Incorporation ("Articles") and
Bylaws of the Company, each as amended (if at all) to date (collectively, the
"Organizational Documents"), and the resolutions of the Company regarding the
Material Agreements and the transactions contemplated thereby.
As of the date of this letter, based upon and subject to the foregoing,
and subject to the exceptions, qualifications, limitations, comments, and
assumptions set forth in this letter, I am of the opinion that:
1. The Company is a corporation duly incorporated and in good
standing under the laws of the State of Delaware.
2. The Company has the requisite corporate power to conduct its
business as it is currently being conducted. The Company has
the requisite corporate power and authority to execute and
deliver the Material Agreements, to issue and sell the
Securities thereunder, to issue the Conversion Shares upon
conversion of the Series "A" Shares, and to carry out the
provisions of the Purchase Agreement, the other Material
Agreements and the Designation of Rights.
3. The execution, delivery, performance and compliance with the
terms of the Material Agreements and the issuance and sale of
the Securities contemplated by the Purchase Agreement have
been duly and validly authorized by all necessary corporate
action the part of the Company and, to the extent required, if
any, the stockholders. The Material Agreements have been duly
executed and delivered by one or more authorized officers of
the Company and constitute legal, valid and binding
obligations of the Company enforceable against the Company in
accordance with their respective terms.
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MiraQuest Ventures, LLC
June 23, 2000
Page Three
4. The Company's authorized capital stock consists of 25,000,000
shares of Common Stock, of which 6,392,539 shares are issued
and outstanding, and 1,000,000 shares of preferred Stock, all
of same are designated Series "A" preferred Stock, none of
which were issued or outstanding prior to the Closing. All
issued and outstanding shares of the Company's Common Stock
have been duly authorized and validly issued and are fully
paid and nonassessable and are free of preemptive or similar
rights contained in the Organizational Documents. The Series
"A" Shares have been duly authorized and, upon issuance and
delivery against payment therefor in accordance with the terms
of the Purchase Agreement, will be validly issued, fully paid
and nonassessable. Issuance of the shares of Common Stock
issuable upon conversion of the Series "A" Shares (the
"Conversion Shares") has been duly authorized and upon
issuance and delivery in accordance with the terms of the
Articles and the Designation Of Rights, will be validly
issued, fully paid and nonassessable. To the best of my
knowledge, except as set forth in Section 2.5 of the Purchase
Agreement and the Schedule of Exceptions thereto, and except
for the conversion rights of the Series "A" Shares, there are
no outstanding options, warrants, rights (including conversion
or preemptive rights), convertible securities or agreements of
any kind for the purchase or acquisition from the Company of
any of its securities, other than the rights granted pursuant
to the Purchase Agreement.
5. The stock certificates representing the Series "A" Shares are
in due and proper form and have been duly and validly executed
by the officers of the Company.
6. The execution, delivery, performance and compliance with the
terms of the Material Agreements and the issuance and sale of
the Securities contemplated by the Purchase Agreement do not
violate (i) any provision of any applicable law, rule or
regulation, (ii) any order, writ, judgment, injunction,
decree, determination or award which has been entered against
the Company and of which I have actual knowledge, (iii) any
provision of the Company's Organizational Documents, or (iv)
to the best of my actual knowledge, any material contractual
obligation to which the Company is a party or by which it is
bound.
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MiraQuest Ventures, LLC
June 23, 2000
Page Four
7. To the best of my actual knowledge, all consents, approvals,
permits, orders or authorizations of, and all qualifications,
registrations, designations, declarations or filings with, any
Federal or state governmental authority on the part of the
Company required to be made in connection with the
consummation of the transactions contemplated by the Material
Agreements have been obtained, and are effective, and to the
best of my actual knowledge, there are no proceedings, or
threat thereof, which question the validity thereof.
8. The offer and sale of the Securities is exempt from the
registration requirements of the Securities Act of 1933, as
amended to date.
9. The Company is not, and upon consummation of the transactions
contemplated by the Purchase Agreement will not be, an
"investment company" or a company "controlled" by an
"investment company" within the meaning of the Investment
Company Act of 1940, as amended.
To the best of my actual knowledge, after making due inquiry, there is no
action, suit or proceeding pending against the Company and the Company has not
received any threat thereof, which questions the validity of the Purchase
Agreement or the other Material Agreements, or the right of the Company to enter
into such agreements or which might result, either individually or in the
aggregate, in any material adverse change in the assets, condition, affairs or
prospects of the Company.
This opinion is rendered as of the date of this letter, and I disclaim
any obligation to advise you of any changes in the circumstances, laws, or
events that may occur after this date or to otherwise update this opinion. This
opinion is rendered solely for the benefit of Investor and its successors and
assigns and may not be relied upon by any other person or entity.
Very truly yours,
/s/ Howard B. Butler, Jr.
Howard B. Butler, Jr.
HBBJr/sb
