CONNER & WINTERS
A PROFESSIONAL CORPORATION
LAWYERS
One Leadership Square
211 North Robinson, Suite 1700
Oklahoma City, Oklahoma 73102-7101
(405) 272-5711
FAX (405) 232-2695
October 17, 1996
Perma-Fix Environmental Services, Inc.
1940 Northwest 67th Place, Suite A
Gainesville, Florida 32653
Re: Perma-Fix Environmental Services, Inc.; Form S-3
Registration Statement Registering 7,450,000 Shares
of Common Stock; Our File No. 7034.23
Ladies and Gentlemen:
We have acted as special counsel to Perma-Fix Environmental
Services, Inc. (the "Company") in connection with the Form S-3
Registration Statement (the "Registration Statement") to be filed
by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the proposed reoffer
or resale from time to time by certain Selling Shareholders (as
defined in the Registration Statement), of the following:
(i) up to 6,030,000 shares of the Company's Common
Stock, par value $.001 per share ("Common Stock") by
RBB Bank Aktiengesellschaft ("RBB Bank") that are
issuable by the Company to RBB Bank ("RBB Shares")
as follows:
(a) up to 3,700,000 shares being acquired by RBB
Bank upon conversion of the Company's Series 3
Class C Convertible Preferred Stock, par value
$.001 per share ("Series 3 Class C Preferred
Stock"),
(b) up to 330,000 shares being acquired by RBB Bank
as payment of dividends on the Series 3 Class
C Preferred Stock, and
Perma-Fix Environmental Services, Inc.
October 17, 1996
Page 2
(c) up to 2,000,000 shares being acquired by RBB
Bank upon exercise of the RBB Warrants (as
defined in the Registration Statement);
(ii) up to 295,000 shares of Common Stock by J. P. Carey
Enterprises, Inc. ("Carey") that are issuable by the
Company to Carey (the "Carey Shares") upon the
exercise of two (2) warrants previously issued by
the Company to Carey ("Carey Warrants");
(iii) up to 450,000 shares of Common Stock by J W
Charles Financial Services, Inc. ("Charles")
that are issuable by the Company to Charles
("Charles Shares") upon the exercise of one (1)
warrant previously issued by the Company to
Charles ("Charles Warrant");
(iv) up to 175,000 shares of Common Stock by Search Group
Capital, Inc. ("Search") that are issuable by the
Company to Search ("Search Shares") upon the
exercise of three (3) warrants previously issued by
the Company to Search ("Search Warrants");
(v) up to 100,000 shares of Common Stock by Marvin S.
Rosen ("Rosen") that are issuable by the Company to
Rosen ("Rosen Shares") upon the exercise of a
warrant previously issued by the Company to Rosen
("Rosen Warrant");
(vi) up to 200,000 shares of Common Stock by D. H. Blair
Investment Banking Corporation ("Blair") that are
issuable by the Company to Blair ("Blair Shares")
upon the exercise of a warrant previously issued by
the Company to Blair ("Blair Warrant"); and
(vii) up to 200,000 shares of Common Stock by Steve
Gorlin ("Gorlin") that are issuable by the
Company to Gorlin ("Gorlin Shares") upon the
exercise of a warrant previously issued by the
Company to Gorlin ("Gorlin Warrant").
We have examined such corporate records, certificates of
officers, other documents and questions of law, as we have
considered necessary or appropriate for the purposes of this
opinion.
On the basis of such examination and review, we are of the
opinion that:
(i) the RBB Shares will constitute, if and when issued
pursuant to the terms of the Series 3 Class C
Preferred Stock and the RBB Warrants, validly issued
and fully paid and nonassessable shares of Common
Stock;
Perma-Fix Environmental Services, Inc.
October 17, 1996
Page 3
(ii) the Carey Shares will constitute, if and when issued
by the Company pursuant to the terms of the Carey
Warrants, validly issued and fully paid and
nonassessable shares of Common Stock;
(iii) the Charles Shares will constitute, if and when
issued by the Company pursuant to the terms of
the Charles Warrant, validly issued and fully
paid and nonassessable shares of Common Stock;
(iv) the Search Shares will constitute, if and when
issued by the Company pursuant to the terms of the
Search Warrants, validly issued and fully paid and
nonassessable shares of Common Stock;
(v) the Rosen Shares will constitute, if and when issued
by the Company pursuant to the terms of the Rosen
Warrant, validly issued and fully paid and
nonassessable shares of Common Stock;
(vi) the Blair Shares will constitute, if and when issued
by the Company pursuant to the Blair Warrant,
validly issued and fully paid and nonassessable
shares of Common Stock; and,
(vii) the Gorlin Shares will constitute, if and when
issued by the Company pursuant to the terms of
the Gorlin Warrant, validly issued and fully
paid and nonassessable shares of Common Stock.
We consent to the reference to our firm under the heading
"Legal Opinion" and to the filing of this opinion as Exhibit 5.1 to
said Registration Statement.
Very truly yours,
CONNER & WINTERS,
A Professional Corporation
/s/ Conner & Winters, P.C.
IHS:plh
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