<PAGE>
Registration No. 333-_______
As filed with the Securities and Exchange Commission on February 27, 1998
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
NATIONAL QUALITY CARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1215959
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
5901 West Olympic Boulevard
Suite 109
Los Angeles, California 90036
(213) 692-0948
(Address, including zip code, and telephone number,
including area code, or registrant's principal executive offices)
STOCK OPTIONS ISSUED TO CONSULTANTS
(Full title of plan)
Victor Gura, M.D.
President
National Quality Care, Inc.
5901 West Olympic Boulevard
Suite 109
Los Angeles, California 90036
(213) 692-0948
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Matthias & Berg LLP
1990 South Bundy Drive
Suite 790
Los Angeles, California 90025
Attn: Jeffrey P. Berg, Esq.
Phone (310) 820-0083
Fax (310) 820-8313
<PAGE>
(REGISTRATION STATEMENT COVER PAGE CONTINUED)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS AMOUNT TO BE PROPOSED MAXIMUM PROPOSED AMOUNT OF
OF SECURITIES TO BE REGISTERED(1) OFFERING PRICE MAXIMUM REGISTRA-
REGISTERED PER SHARE(1) AGGREGATE TION
OFFERING FEE(2)
PRICE(1)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per 100,000 $0.40 $40,000 $11.80
share(3)
- --------------------------------------------------------------------------------
</TABLE>
_____________________
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Pursuant to General Instruction E, the registration fee paid in connection
herewith is based on the maximum aggregate per share exercise price of the
shares of Common Stock covered by this registration statement.
(3) The shares registered pursuant to this Registration Statement are available
for issuance pursuant to certain stock option agreements which are attached
as exhibits to this Registration Statement.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1: PLAN INFORMATION.
The information required by Part I is included in documents to be sent or
given to the participants.
ITEM 2: REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, National Quality Care, Inc., a Delaware
corporation (the "Registrant") will provide, without charge, a copy of all
documents incorporated by reference in Item 3 of Part II of this Registration
Statement, which are incorporated by reference in the Section 10(a)
Prospectus, and all other documents required to be delivered to employees
pursuant to Rule 428(b) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). All requests should be made to National
Quality Care, Inc., Ron Berkowitz, Chief Financial Officer, 5901 West Olympic
Boulevard, Suite 109, Los Angeles, California 90036, tel no. (213) 692-0948.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:
(a) Annual Report on Form 10-KSB for the year ended December 31, 1996.
(b) Quarterly Reports on Form 10-QSB for the quarterly periods ended March
31, 1997, June 30, 1997 and September 30, 1997.
(c) Report on Form 8-K, dated December 15, 1997.
(d) The description of the Common Stock which is contained in the
registration statements filed under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation generally provide for the
maximum indemnification of a corporation's officers and directors as
permitted by law in the State of Delaware. Delaware law empowers a
corporation to indemnify any person who was or is a party or who is
threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except in the case of an action by or in the right of the
corporation, by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation or other enterprise. Depending on the character of the
proceeding, a corporation may indemnify against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred in connection with such action, suit or proceeding if
the person indemnified acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful.
A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses, including amounts paid in
settlement and attorney's fees actually and reasonably incurred by him or her
in connection with the defense or settlement of the action or suit if he or
she acted in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim,
issue or matter therein, he or she must be indemnified by the corporation
against expenses, including attorney's fees, actually and reasonably incurred
by him in connection with the defense. Any indemnification under this
section, unless ordered by a court or advanced pursuant to this section, must
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or
agent is proper in the circumstances. The determination must be made: (a) by
the stockholders; (b) by the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or
proceeding; (c) if a majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) if a quorum consisting of
directors who were not parties to the action, suit or proceeding cannot be
obtained, by independent legal counsel in a written opinion.
The certificate of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by
the corporation as they are incurred and in advance of the final disposition
of the action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is not
entitled to be indemnified by the corporation. The provisions of this
section do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under
any contract or otherwise by law.
II-2
<PAGE>
The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section: (a) does not exclude any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or an action in another capacity while holding
his or her office, except that indemnification, unless ordered by a court
pursuant to this section or for the advancement of any director or officer if
a final adjudication establishes that his or her acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action; and (b) continues for a person who has
ceased to be a director, officer, employee or agent and inures to the benefit
of the heirs, executors and administrators of such a person.
ITEM 8: EXHIBITS
<TABLE>
<S> <C>
4.1 Stock Option Agreement between the Registrant and Michael Markow dated
February 6, 1998
5.1 Opinion of Matthias & Berg LLP
24.1 Consent of Matthias & Berg LLP (included in Exhibit 5.1)
24.2 Consent of Singer, Lewak, Greenbaum & Goldstein LLP
</TABLE>
ITEM 9: UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on From S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.
(2) That, for determining liability under the Securities Act, to treat
each such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be
the initial BONA FIDE offering.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the end of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-3
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officers or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Los Angeles, California, on this
26th day of February, 1998.
NATIONAL QUALITY CARE, INC.
By: /s/ Victor Gura, M.D.
---------------------------
Victor Gura, M.D., President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ --------------
<S> <C> <C>
/s/ Victor Gura, M.D. President and Director February 26, 1998
- --------------------------- (Principal Executive Officer)
Victor Gura, M.D.
/s/ Ron Berkowitz Chief Financial Officer February 26, 1998
- --------------------------- (Principal Financial Officer
Ron Berkowitz and Principal Accounting
Officer)
/s/ Ronald Lang, M.D. Director February 26, 1998
- ---------------------------
Ronald Lang, M.D.
/s/ Judith Gordon Director February 26, 1998
- ---------------------------
Judith Gordon
</TABLE>
II-5
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Victor Gura, M.D. and Ron Berkowitz,
or either of them, as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each end every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ---------------
<S> <C> <C>
/s/Victor Gura, M.D. President and Director February 26, 1998
- --------------------------- (Principal Executive Officer)
Victor Gura, M.D.
/s/ Ron Berkowitz Chief Financial Officer February 26, 1998
- --------------------------- (Principal Financial Officer
Ron Berkowitz and Principal Accounting
Officer)
/s/ Ronald Lang, M.D. Director February 26, 1998
- ---------------------------
Ronald Lang, M.D.
/s/ Judith Gordon Director February 26, 1998
- ---------------------------
Judith Gordon
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
DOCUMENT DESCRIPTION OF DOCUMENT
- -------- -----------------------
<S> <C>
4.1 Stock Option Agreement between the Registrant
and Michael Markow dated February 6, 1998
5.1 Opinion of Matthias & Berg LLP
24.1 Consent of Matthias & Berg LLP (included in Exhibit
5.1)
24.2 Consent of Singer, Lewak, Greenbaum & Goldstein LLP
</TABLE>
<PAGE>
NATIONAL QUALITY CARE, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of February 6, 1998 by and between National
Quality Care, Inc., a Delaware corporation (the "Company"), and Michael
Markow ("Optionee").
R E C I T A L
The Board of Directors of the Company (the "Board of Directors") has
authorized the granting to Optionee, for services rendered by Optionee as a
consultant to the Company, and expenses incurred by Optionee in connection
with providing such consulting services, of a non-qualified stock option to
purchase the number of shares of Common Stock of the Company specified in
Paragraph 1 hereof, at the price specified therein, such option to be for the
term and upon the terms and conditions hereinafter stated.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and of the undertakings
of the parties hereto contained herein, it is hereby agreed:
1. NUMBER OF SHARES; OPTION PRICE. Pursuant to said action of the
Board of Directors, the Company hereby grants to Optionee, in consideration
of consulting services performed for the benefit of the Company, and expenses
incurred by Optionee in connection with providing such consulting services,
during the period from October 1, 1997 to December 31, 1997, related to the
location of strategic business partners for the Company and the expansion of
the dialysis facilities for the Company's business operations, the option
("Option") to purchase up to 100,000 shares ("Option Shares") of Common Stock
of the Company, at the exercise price of $0.40 per share.
2. TERM. This Option shall expire two (2) years from the date first
written above.
3. SHARES SUBJECT TO EXERCISE. All 100,000 Options shall be
immediately exercisable and shall thereafter remain subject to exercise for
the term specified in Paragraph 2 hereof.
<PAGE>
4. METHOD AND TIME OF EXERCISE. The Option may be exercised by
written notice delivered to the Company stating the number of shares with
respect to which the Option is being exercised, together with a check made
payable to the Company in the amount of the purchase price of such shares
plus the amount of applicable federal, state and local withholding taxes, and
the written statement provided for in Paragraph 10 hereof, if required by
such Paragraph 10; PROVIDED, HOWEVER, with respect to the 100,000 Options set
forth in paragraph 1 hereof, Optionee shall be entitled to pay the exercise
price against cancellation in full of certain indebtedness in the amounts of
$25,000 owing by the Company to Optionee for services rendered by Optionee as
a consultant to the Company which amounts shall only be payable to Optionee
by the exercise of such Options. Not less than 100 shares may be purchased
at any one time unless the number purchased is the total number purchasable
under such Option at the time. Only whole shares may be purchased.
5. TAX WITHHOLDING. As a condition to exercise of this Option, the
Company may require the Optionee to pay over to the Company all applicable
federal, state and local taxes which the Company is required to withhold with
respect to the exercise of this Option. At the discretion of the Company and
upon the request of the Optionee, the minimum statutory withholding tax
requirements may be satisfied by the withholding of shares of Common Stock
otherwise issuable to the Optionee upon the exercise of this Option.
6. EXERCISE ON TERMINATION OF EMPLOYMENT. This Option shall not
terminate as a result of the termination of Optionee's services as a
consultant to the Company.
7. NONTRANSFERABILITY. This Option may not be assigned or transferred
except, if applicable, by will or by the laws of descent and distribution,
and may be exercised only by Optionee during Optionee's lifetime and after
Optionee's death, by Optionee's representative or by the person entitled
thereto under Optionee's will or the laws of intestate succession.
8. OPTIONEE NOT A SHAREHOLDER. Optionee shall have no rights as a
shareholder with respect to the Common Stock of the Company covered by the
Option until the date of issuance of a stock certificate or stock
certificates to him upon exercise of the Option. No adjustment will be made
for dividends or other rights for which the record date is prior to the date
such stock certificate or certificates are issued.
2
<PAGE>
9. NO RIGHT TO PERFORM SERVICES. Nothing in this Option shall confer
upon the Optionee any right to perform services for the Company, or shall
interfere with or restrict in any way the rights of the Company to discharge
or terminate Optionee as an independent contractor or consultant at any time
for any reason whatsoever, with or without good cause.
10. RESTRICTIONS ON SALE OF SHARES. Optionee represents and agrees
that, upon Optionee's exercise of the Option in whole or part, unless there
is in effect at that time under the Securities Act of 1933 a registration
statement relating to the shares issued to him, he will acquire the shares
issuable upon exercise of this Option for the purpose of investment and not
with a view to their resale or further distribution, and that upon each
exercise thereof Optionee will furnish to the Company a written statement to
such effect, satisfactory to the Company in form and substance. Optionee
agrees that any certificates issued upon exercise of this Option may bear a
legend indicating that their transferability is restricted in accordance with
applicable state or federal securities law. Any person or persons entitled
to exercise this Option under the provisions of Paragraphs 5 and 6 hereof
shall, upon each exercise of the Option under circumstances in which Optionee
would be required to furnish such a written statement, also furnish to the
Company a written statement to the same effect, satisfactory to the Company
in form and substance.
11. REGISTRATION. On or before thirty days after the date of this
Agreement, the Company shall, at the Company's expense, use its best efforts
to file with the Securities and Exchange Commission ("SEC"), a registration
statement ("Registration Statement") on Form S-8 or other comparable form, in
such form as to comply with applicable federal and state laws for the
purpose of registering or qualifying the Option Shares for resale by
Optionee, and prepare and file with the appropriate state securities
regulatory authorities the documents reasonably necessary to register or
qualify such securities, subject to the ability of the Company to register or
qualify such securities under applicable state laws.
12. NOTICES. All notices to the Company shall be addressed to the
Company at the principal office of the Company at 5901 West Olympic
Boulevard, Suite 109, Los Angeles, California 90036, Telecopier No. (213)
933-8836, and all notices to Optionee shall be addressed to Optionee at the
address and telecopier number of Optionee on file with the Company, or to
such other address and telecopier number as either may designate to the other
in writing. A notice shall be deemed to be duly given if and when enclosed
in a properly addressed sealed envelope deposited, postage prepaid, with the
United States Postal Service and followed by telecopier to the addressee. In
lieu of giving notice by mail as aforesaid, written notices under this
Agreement may be given by personal delivery to Optionee or to the Company (as
the case may be).
3
<PAGE>
13. ADJUSTMENTS. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock dividend, stock split,
reclassification or recapitalization of such stock, or because the Company
has merged or consolidated with one or more other corporations (and provided
the Option does not thereby terminate pursuant to Section 2 hereof), then the
number and kind of shares then subject to the Option and the price to be paid
therefor shall be appropriately adjusted by the Board of Directors; PROVIDED,
HOWEVER, that in no event shall any such adjustment result in the Company's
being required to sell or issue any fractional shares. Any such adjustment
shall be made without change in the aggregate purchase price applicable to
the unexercised portion of the Option, but with an appropriate adjustment to
the price of each Share or other unit of security covered by this Option.
14. CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other
provision of this Option, upon the dissolution or liquidation of the Company,
the reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving
corporation, or the sale of substantially all the assets of the Company or of
more than 50% of the then outstanding stock of the Company to another
corporation or other entity, the Option granted hereunder shall terminate;
provided, however, that: (i) each Option for which no option has been
tendered by the surviving corporation in accordance with all of the terms of
provision (ii) immediately below shall, within five days before the effective
date of such dissolution or liquidation, merger or consolidation or sale of
assets in which the Company is not the surviving corporation or sale of
stock, become fully exercisable; or (ii) in its sole and absolute discretion,
the surviving corporation may, but shall not be so obligated to, tender to
any Optionee, an option to purchase shares of the surviving corporation, and
such new option or options shall contain such terms and provisions as shall
be required substantially to preserve the rights and benefits of this Option.
15. INVALID PROVISIONS. In the event that any provision of this
Agreement is found to be invalid or otherwise unenforceable under any
applicable law, such invalidity or unenforceability shall not be construed as
rendering any other provisions contained herein invalid or unenforceable, and
all such other provisions shall be given full force and effect to the same
extent as though the invalid or unenforceable provision were not contained
herein.
4
<PAGE>
16. APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.
17. COUNTERPARTS. This Agreement may be executed in counterparts, all
of which shall be considered one and the same agreement, and shall become
effective when one or more counterparts have been signed by each of the
parties hereto and delivered to the other.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
NATIONAL QUALITY CARE, INC.
("Company")
By: /s/ Victor Gura, M.D.
--------------------------------
Victor Gura, M.D.,
Chief Executive Officer
Social Security Number
or Employer Identification
Number: ("Optionee")
###-##-#### By: /s/ Michael Markow
------------------- ----------------------------------
Michael Markow
Address:
Michael Markow
c/o Worldwide Corporate Finance
15760 Ventura Boulevard
Suite 1020
Encino, California 91436
Telecopier No. (818) 783-1120
5
<PAGE>
February 26, 1998
National Quality Care, Inc.
5901 West Olympic Boulevard
Suite 109
Los Angeles, California 90036
RE: REGISTRATION STATEMENT ON FORM S-8
NATIONAL QUALITY CARE, INC.
------------------------------------
Gentlemen:
We are acting as counsel for National Quality Care, Inc., a
Delaware corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of the offering and
sale of up to 100,000 shares (the "Shares") of the Company's common stock, par
value $0.01 per share (the "Common Stock) which may be issued by the Company
upon the exercise of certain stock options granted to a consultant of the
Company as compensation for consulting services previously rendered to the
Company pursuant to a Stock Option Agreement between the Company and Michael
Markow, dated February 6, 1998 (the "Contract"). A Registration Statement on
Form S-8 covering the Shares (the "Registration Statement") is being filed
under the Act with the Securities and Exchange Commission.
In rendering the opinions expressed herein, we have reviewed such
matters of law as we have deemed necessary and have examined copies of such
agreements, instruments, documents and records as we have deemed relevant.
In rendering the opinions expressed herein, we have assumed the
genuineness and authenticity of all documents examined by us and of all
signatures thereon, the legal capacity of all natural persons executing such
documents, the conformity to original documents of all documents submitted to
us as certified or conformed copies or photocopies and the completeness and
accuracy of the certificates of public officials examined by us. We have
made no independent factual investigation with regard to any such matters.
<PAGE>
National Quality Care, Inc.
February 26, 1998
Page 2
Based upon the foregoing and subject to the qualifications stated
herein, it is our opinion that the Shares, issued or to be issued upon the
exercise of any stock options duly granted pursuant to the Contract, when
issued, paid for and delivered upon the exercise of such stock options, in
accordance with the terms of the Contract, will be validly issued, fully paid
and non-assessable.
The opinions expressed herein are limited to matters involving the
federal laws of the United States and to the corporate laws of the State of
Delaware, and we express no opinion as to the effect on the matters covered
by this opinion of the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
The opinions expressed herein are rendered solely for your benefit
in connection with the transaction described herein. Except as otherwise
provided herein, this opinion may not be used or relied upon by any person,
nor may this letter or any copies thereof be furnished to a third party,
filed with a governmental agency, quoted, cited or otherwise referred to
without our prior written consent.
Respectfully submitted,
MATTHIAS & BERG LLP
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated April 8, 1997, accompanying the consolidated
financial statements included in the Annual Report of National Quality Care,
Inc. on Form 10-KSB for the year ended December 31, 1996. We hereby consent
to the incorporation by reference of said report in the Registration
Statement of National Quality Care, Inc. on Form S-8.
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
February 23, 1998
