Exhibit 5.1
[Letterhead of McDermott, Will & Emery]
October 17, 2002
IESI Corporation
6125 Airport Freeway
Suite 202
Haltom City, Texas 76117
RE: Registration Statement on Form S-4 Relating to $150,000,000
Aggregate Principal Amount of 10-1/4% Senior Subordinated
Notes due 2012
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Ladies and Gentlemen:
We have acted as special counsel to IESI Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the U.S. Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), of a Registration
Statement on Form S-4 (the "Registration Statement"), which includes a form of
prospectus (the "Prospectus") relating to the proposed exchange by the Company
of $150,000,000 aggregate principal amount of its 10-1/4% Senior Subordinated
Notes due 2012, which are to be registered under the Act (the "Exchange Notes"),
for a like amount of its outstanding, unregistered 10-1/4% Senior Subordinated
Notes due 2012 issued on June 12, 2002 (the "Outstanding Notes"). The Exchange
Notes will be guaranteed as to the payment of principal and interest thereon
(such guarantees, the "Subsidiary Guarantees" and, collectively, with the
Exchange Notes, the "Securities") by each of the entities listed on SCHEDULE A
hereto (each, a "Subsidiary Guarantor" and, collectively, the "Subsidiary
Guarantors"). The Securities will be issued pursuant to an indenture, dated as
of June 12, 2002, among the Company, the Subsidiary Guarantors named therein and
The Bank of New York, as trustee (the "Trustee"),as supplemented by a
Supplemental Indenture No. 1, dated as of October 16, 2002, among the Company,
the Trustee, the Existing Subsidiary Guarantors named therein and the New
Subsidiary Guarantors named therein (as so supplemented, the "Indenture").
In rendering the opinions set forth below, we have examined and
relied on originals or copies of the Registration Statement, Indenture, form of
Exchange Note and such other records, documents, certificates and instruments as
we have deemed necessary or appropriate as a basis for the opinions set forth
below.
In our examination, we have assumed the genuineness of all
signatures, including endorsements, the legal capacity of all natural persons,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such copies. With
regard to factual matters, we have been provided with, and with your consent
have relied (without independent verification) upon, representations,
certificates and statements of the Company and the Subsidiary Guarantors and
their respective officers and other representatives and of public officials.
IESI Corporation Page 2 October 17, 2002
For purposes of the opinions set forth herein, we have assumed that:
(i) the Trustee is and has been duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization and is duly
qualified to engage in the activities contemplated by the Indenture; (ii) the
Indenture has been duly authorized, executed and delivered by, and constitutes
the legal, valid and binding obligation of, the Trustee, enforceable against the
Trustee in accordance with its terms; (iii) the Trustee is in compliance,
generally and with respect to acting as a trustee under the Indenture, with all
applicable laws and regulations; (iv) the Trustee had and has the requisite
organizational and legal power and authority to perform its obligations under
the Indenture; and (v) the Exchange Notes will be duly authenticated by the
Trustee in the manner provided in the Indenture.
Members of this firm are admitted to the bar of the State of New
York and we express no opinion as to the laws of any jurisdiction other than the
General Corporation Law of the State of Delaware, applicable provisions of the
Delaware Constitution, reported judicial decisions interpreting such laws and
the laws of the State of New York. We express no opinion as to the effect of any
federal or state laws regarding fraudulent transfers or conveyances.
Based on the foregoing, and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:
1. When duly executed by the Company and authenticated by the
Trustee in accordance with the Indenture and delivered in exchange
for the Outstanding Notes pursuant to the exchange offer described
in the Registration Statement, the Exchange Notes will be duly
issued and will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their
terms; and
2. Upon the due execution, authentication and issuance of the
Exchange Notes in accordance with the Indenture and the delivery of
the Exchange Notes in exchange for the Outstanding Notes pursuant to
the exchange offer described in the Registration Statement, the
Subsidiary Guarantees will constitute valid and binding obligations
of the Subsidiary Guarantors, enforceable against the Subsidiary
Guarantors in accordance with their terms.
The opinions set forth herein are subject in each case to the
following qualifications:
A. enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereafter existing affecting creditors'
rights generally and by general principles of equity (regardless of
whether enforcement is sought in equity or at law); and
B. we express no opinion as to the enforceability of any
rights to contribution or indemnification provided for in, or with
respect to, the Securities which are violative of the public policy
underlying any law, rule or regulation (including any federal or
state securities law, rule or regulation).
IESI Corporation Page 3 October 17, 2002
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement and to the reference to our Firm under the caption
"Legal Matters" in the Prospectus. In giving this consent, we do not hereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission
thereunder.
This opinion letter is limited to the matters expressly set forth
herein and no opinion is implied or may be inferred beyond the matters expressly
so stated. This opinion letter is given as of the date hereof and we do not
undertake any liability or responsibility to inform you of any change in
circumstances occurring, or additional information becoming available to us,
after the date hereof which might alter the opinions contained herein.
Very truly yours,
/s/ McDermott, Will & Emery
SCHEDULE A
IESI AR Corporation
IESI AR Landfill Corporation
IESI LA Corporation
IESI LA Landfill Corporation
IESI MO Corporation
IESI NJ Corporation
IESI NJ Recycling Corporation
IESI NY Corporation
IESI OK Corporation
IESI PA Bethlehem Landfill Corporation
IESI PA Blue Ridge Landfill Corporation
IESI PA Corporation
IESI TX Corporation
IESI TX GP Corporation
IESI DE Corporation
IESI DE LP Corporation
IESI TX Landfill LP
Total Waste Systems, Inc.
TWS, Inc.
TWS Of Southwestern Oklahoma, Inc.
Ervin's Trash Services, Inc.
Grand Lake Sanitation, Inc.
TWS Of Caddo County, Inc.
Center Point Disposal, Inc.
AMD Inc.
Enviroclean Systems, Inc.
Best Disposal Service, Inc.
Central Louisiana Waste, LLC