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Thomas P. Conaghan
Attorney at Law
tconaghan@mwe.com
+1 202 756 8161 |
October 28, 2011
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Evan S. Jacobson
Attorney-Advisor
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Re: |
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Merge Healthcare Incorporated
Amendment No. 1 to Registration Statement on Form S-4
Filed October 14, 2011
SEC File No. 333-176640
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Dear Mr. Jacobson:
On behalf of Merge Healthcare Incorporated (the Company), set forth below are responses to the
comments of the staff (the Staff) of the Securities and Exchange Commission (the SEC) contained
in your letter dated October 21, 2011 (the Comment
Letter) relating to Amendment No. 1 to the Registration
Statement on Form S-4, filed by the Company on October 14, 2011 (File No. 333-176640) (the
Registration Statement). The heading and numbered
paragraph of this letter corresponds to the
heading and paragraph number contained in the Comment Letter, and to facilitate your review, we
have reproduced the text of the Staffs comment in bold below. In addition to the response
below, the Company has filed today Amendment No. 2 to the Registration Statement (Amendment No.
2) to address the Staffs comment and is supplementally providing you with three copies of
Amendment No. 2, which are marked to show changes against the initial filing.
Exhibit 5.1
1. We note
that two of your subsidiary guarantors are incorporated in Washington and California, but
counsel has limited its opinion to Delaware, New York, and federal laws. Please ask counsel to
revise its legality opinion to also address the laws of Washington and California. For guidance,
refer to Sections II.B.1.e and II.B.3.b of the Division of Corporation Finances Staff Legal
Bulletin No. 19.
Company Response: Amendment No. 2 includes the updated legal opinions called for by the
above-referenced sections of the Division of Corporation Finances Staff Legal Bulletin No. 19.
Evan S. Jacobson
October 28, 2011
Page 2
If you have any questions with respect to the foregoing, please contact Thomas P. Conaghan
at (202) 756-8161.
Very truly yours,
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/s/ Thomas P. Conaghan
Thomas P. Conaghan
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cc: |
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Ann G. Mayberry-French, General Counsel and Corporate Secretary
Jeffery A. Surges, Chief Executive Officer
Justin C. Dearborn, President and Chief Financial Officer
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