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Exhibit 5.5
F ENNEMORE
C RAIG , P . C
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3003 North Central Avenue,
Suite 2600
Phoenix, Arizona
85012-2913
(602) 916-5000
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W. T. Eggleston, Jr.
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Law Offices |
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Direct
Phone:(602) 916-5328
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Phoenix |
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(602) 916-5000 |
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Direct Fax:
(602) 916-5528
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Tucson |
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(520) 879-6800 |
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wegglest@fclaw.com
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Nogales |
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(520) 281-3480 |
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Las Vegas |
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(702) 692-8000 |
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Denver |
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(303) 291-3200 |
May 13, 2008
NCO Group, Inc.
507 Prudential Road
Horsham, Pennsylvania 19044
Re:
Fifth Supplemental Indentures and Joinder
Agreement
Ladies and Gentlemen:
We have acted as special
Arizona counsel to Jennifer Loomis & Associates, Inc., an
Arizona corporation (the “Corporation”), a subsidiary
of NCO Group, Inc., a Delaware corporation (“NCO”), in
connection with (i) the Fifth Supplemental Indenture, dated
February 29, 2008, among NCO, the Corporation, the Bank of New
York, as trustee, and such other new guarantors as set forth
therein (the “Fifth Supplemental Indenture – Senior
Notes”), whereby the Corporation is providing a guaranty of
the notes issued pursuant to that certain Indenture, dated
November 15, 2006, as amended, supplemented or otherwise
modified prior to the date hereof, among NCO, the Bank of New York,
as trustee, and the initial subsidiary guarantors as set forth
therein relating to the issuance of Floating Rate Senior Notes due
2013 (the “Indenture – Senior Notes”);
(ii) the Fifth Supplemental Indenture, dated February 29,
2008, among NCO, the Corporation, the Bank of New York, as trustee,
and such other new guarantors as identified therein (the
“Fifth Supplemental Indenture – Subordinated
Notes”), whereby the Corporation is providing a guaranty of
the notes issued pursuant to that certain Indenture, dated
November 15, 2006, as amended, supplemented or otherwise
modified prior to the date hereof, among NCO, the Bank of New York,
as trustee, and the initial subsidiary guarantors as set forth
therein relating to the issuance of 11.875% Senior Subordinated
Notes due 2014 (the “Indenture – Subordinated
Notes”); and (iii) the Joinder Agreement, dated
February 29, 2008, among the Corporation and such other new
guarantors as set forth therein (the “Joinder
Agreement”), joining the Corporation, among others, to that
certain Registration Rights Agreement, dated November 15,
2006, among NCO, certain affiliates of NCO, Morgan
Stanley & Co Incorporation, J.P. Morgan Securities Inc.,
and Banc of America Securities LLP with respect to the Floating
Rate Senior Notes due 2013 and that certain Registration Rights
Agreement, dated November 15, 2006, among NCO, certain
affiliates of NCO, Morgan Stanley & Co Incorporation, J.P.
Morgan Securities Inc. and Banc of America Securities LLP with
respect to the 11.875% Senior Subordinated Notes due 2014. The
Floating Rate Senior Notes due 2013 (the “Senior
Notes”), the 11.875% Senior Subordinated Notes due 2014 (the
“Subordinated
F ENNEMORE C
RAIG , P . C
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NCO Group, Inc.
May 13, 2008
Page 2
Notes”, and collectively with the
Senior Notes, the “Notes”) and the guarantees of the
Notes are being registered on a Registration Statement on Form S-1,
in each case to be offered solely for market-making purposes by an
affiliate of NCO (the “Registration Statement”). Our
engagement as special Arizona counsel by the Corporation has been
limited to the rendering of this opinion to you.
Our opinions set forth in
this opinion are limited to the effect of Arizona law and are based
upon existing laws, rules, regulations, orders and cases. We assume
no obligation to revise or supplement this opinion should such
laws, rules, regulations, orders or cases be changed by legislative
or administrative action, judicial decision, or otherwise. No
opinion is expressed as to the law of any jurisdiction
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