EXHIBIT 5.1
Blake, Cassels & Graydon LLP
Box 25, Commerce Court West
199 Bay Street
Toronto, Ontario, Canada
MSL 1A9
Deliveries: 28th Floor
Telephone: 416.863.2400
Facsimile: 416.863.2653
www.blakes.com
April 26, 2002
Reference: 58974/1
DELIVERED
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Capital Environmental Resource Inc.
1005 Skyview Drive
Burlington, Ontario
Canada L7P 5B1
Dear Sir or Madam:
RE: REGISTRATION STATEMENT ON FORM S-8 RELATING TO THE
1999 STOCK OPTION PLAN (THE "PLAN")
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Reference is made to the above-captioned Registration Statement on Form
S-8 (the "Registration Statement") filed by Capital Environmental Resource Inc.
(the "Company") on the date hereof with the Securities and Exchange Commission
under the Securities Act of 1933 relating to an aggregate of 6,653,302 common
shares of the Company issuable pursuant to the Plan (the "Shares").
We have examined, and are familiar with, and have relied as to factual
matters solely upon, a copy of the Plan, the currently effective articles and
by-laws of the Company and originals of such other documents, certificates and
proceedings as we have deemed necessary for the purpose of rendering this
opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the Plan and the terms of any agreement relating to any of the options granted
thereunder, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Yours truly,
/s/ Blake, Cassels & Graydon LLP