EXHIBIT 5.1

                             MCDERMOTT, WILL & EMERY
                              50 ROCKEFELLER PLAZA
                            NEW YORK, NEW YORK 10020

                                                  January 19, 1998


KTI, Inc.
7000 Boulevard East
Guttenberg, New Jersey 07093


     Re:  Resale of up to an aggregate of 2,453,237 shares of common stock, 
          no par value (the "Common Stock"), of KTI, Inc., a New Jersey 
          corporation (the "Company"), consisting of (a) 893,263 shares
          of Common Stock previously issued by the Company (the "Issued 
          Shares"), (b) up to 1,431,724 shares of Common Stock issuable 
          upon conversion of the Company's Series B Convertible 
          Exchangeable Preferred Stock (the "Conversion Shares") 
          and (c) 128,250 shares of Common Stock issuable upon the
          exercise of warrants (the "Warrant Shares")



Ladies and Gentlemen:

          We have acted as your special counsel in connection with the
preparation and filing of a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), of the above-captioned securities, which, in the case of the
Conversion Shares, may be issued upon the conversion of Series B Convertible
Exchangeable Preferred Stock or, in the case of the Warrant Shares, may be
issued upon the exercise of warrants to purchase Common Stock and, in each case,
then offered for sale from time to time by selling shareholders.

          In arriving at the opinions expressed below we have examined the
Registration Statement, the Series B Convertible Exchangeable Preferred Stock,
the Warrants, and such other documents as we have deemed necessary to enable us
to express the opinions hereinafter set forth.  We have also reviewed such
questions of law as we considered necessary or appropriate for the purposes of
such opinions.  In addition, we have examined and relied, to the extent we
deemed proper, on certificates of officers of the Company as to factual matters,
on the originals or copies certified or otherwise identified to our satisfaction
of all such corporate records of the Company and such other instruments and
certificates of public officials and other persons as we have deemed
appropriate.  In our examination, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the original documents
of all documents submitted to as copies, and the genuineness of all signatures
on documents reviewed by us and the legal capacity of natural persons.

          Members of our firm are admitted to the bar of the State of New York. 
We express no opinion as to the laws of any jurisdiction other than the laws of
the State of New York and, to the extent specifically referred to herein, the
New Jersey Business Corporation Act (the "NJBCA") and the Federal laws of the
United States of America.  While we are not licensed to practice law in the
State of New Jersey, we have reviewed applicable provisions of the NJBCA as we
have deemed appropriate in connection with the opinions expressed herein. 
Except as described, we have neither examined nor do we express any opinion with
respect to New Jersey Law.

          Based upon and subject to the foregoing, we are of the opinion that,
the Issued Shares are, and when all necessary actions to be taken by the holders
of the Series B Convertible Exchangeable Preferred Stock and the Warrants have
been completed, the Conversion Shares, when issued in accordance with the terms
of the Series B Convertible Exchangeable Preferred Stock, and the Warrant 
Shares, when issued in accordance with the Warrants, will be, legally issued, 
fully paid and non-assessable.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.  In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act and the
rules and regulations of the Securities and Exchange Commission thereunder.

                              Very truly yours,


                              /s/ McDermott, Will & Emery