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
December 13, 1996
Perma-Fix Environmental Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32606
Re: Perma-Fix Environmental Services, Inc.; Form S-8
Registration Statement; Our File No. 7034.1
Gentlemen:
We are delivering this opinion to you in connection with the
preparation and filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), of the
Registration Statement on Form S-8 (the "Registration Statement")
of Perma-Fix Environmental Services, Inc., a Delaware corporation
(the "Company"), for the listing of 176,912 shares of the Company's
Common Stock, $.001 par value (the "Common Stock"), to be issued by
the Company pursuant to the Company's following employee benefit
plans: Consulting Agreement with C. Lee Daniel, Jr. (12,500
shares); Consulting Agreement with Rita Durocher (9,412 shares);
Consulting Agreement with Sam Elam (11,000 shares); Consulting
Agreement with R. Keith Fetter (62,500 shares); Consulting
Agreement with John Henderson (45,000 shares); Consulting Agreement
with Robert Hicks (3,500 shares); Consulting Agreement with
Dr. Jeffrey Sherman (20,000 shares); and, Consulting Agreement with
Gary Thomas (13,000 shares).
In connection with this opinion, the undersigned has examined
and relied upon such corporate records, certificates, other
documents and questions of law, as we have considered necessary or
appropriate for the purposes of this opinion, including, but not
limited to, the following:
(a) Consulting Agreement, dated November 1, 1996,
between the Company and C. Lee Daniel, Jr.;
Perma-Fix Environmental Services, Inc.
December 13, 1996
Page 2
(b) Consulting Agreement, dated November 1, 1996,
between the Company and Rita D. Durocher;
(c) Consulting Agreement, dated November 1, 1996,
between the Company and Sam Elam;
(d) Consulting Agreement, dated November 1, 1996,
between the Company and R. Keith Fetter;
(e) Consulting Agreement, dated November 8, 1996,
between the Company and John Henderson;
(f) Consulting Agreement, dated November 1, 1996,
between the Company and Robert Hicks;
(g) Consulting Agreement, dated November 1, 1996,
between the Company and Dr. Jeffrey Sherman;
(h) Consulting Agreement, dated September 16, 1996,
between the Company and Gary Thomas;
(i) Unanimous Written Consent of the Board of Directors
of the Company, dated November 18, 1996;
(j) Registration Statement; and
(k) Summary Information regarding Consulting Agreements with
C. Lee Daniel, Jr., Rita D. Durocher, Sam Elam, R. Keith
Fetter, John Henderson, Robert Hicks, Dr. Jeffrey
Sherman, and Gary Thomas.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all persons, the authenticity of
all documents submitted as originals, the conformity with the
original documents of all documents submitted as certified or
photostatic copies, and the authenticity of the originals of such
copies. We have further assumed that the recipient of the shares
of the Company's Common Stock under the respective Consulting
Agreements will have completed the required services and provided bona
fide consulting services for such shares and that none of the
consulting services to be rendered by the recipient are in connection
with the offer or sale of securities or in a capital-raising trans-
action, and that any shares of the Company's Common Stock to be issued
pursuant to the respective Consulting Agreements will have been registered
in accordance with the Securities Act of 1933, as amended, absent the
application of an exemption from registration, prior to the issuance of
such shares.
Perma-Fix Environmental Services, Inc.
December 13, 1996
Page 3
In reliance upon and based on such examination and review, we
are of the following opinions:
1. The 12,500 shares of Common Stock which may be
issued pursuant to the Consulting Agreement with C.
Lee Daniel Jr. will constitute, when issued
pursuant to the terms of such Consulting Agreement,
duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the
Company.
2. The 9,412 shares of Common Stock which may be
issued pursuant to the Consulting Agreement with
Rita D. Durocher will constitute, when issued
pursuant to the terms of such Consulting Agreement,
duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the
Company.
3. The 11,000 shares of Common Stock which may be
issued pursuant to the Consulting Agreement with
Sam Elam will constitute, when issued pursuant to
the terms of such Consulting Agreement, duly
authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the
Company.
4. The 62,500 shares of Common Stock which may be
issued pursuant to the Consulting Agreement with R.
Keith Fetter will constitute, when issued pursuant
to the terms of such Consulting Agreement, duly
authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the
Company.
5. The 45,000 shares of Common Stock which may be
issued pursuant to the Consulting Agreement with
John Henderson will constitute, when issued
pursuant to the terms of such Consulting Agreement,
duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the
Company.
6. The 3,500 shares of Common Stock which may be
issued pursuant to the Consulting Agreement with
Robert Hicks will constitute, when issued pursuant
to the terms of such Consulting Agreement, duly
authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the
Company.
7. The 20,000 shares of Common Stock which may be
issued pursuant to the Consulting Agreement with
Dr. Jeffrey Sherman will constitute, when issued
pursuant to the terms of such Consulting Agreement,
duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the
Company.
Perma-Fix Environmental Services
December 13, 1996
Page 4
8. The 13,000 shares of Common Stock which may be
issued pursuant to the Consulting Agreement with
Gary Thomas will constitute, when issued pursuant
to the terms of such Consulting Agreement, duly
authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the
Company.
We hereby consent to the filing of this opinion as
Exhibit 5 to said Registration Statement.
Sincerely,
CONNER & WINTERS, P.C.
/s/ Conner & Winters, P.C.
IHS:plh
BALL:\N-P\PEPSI\S-8\11-96\EDGAR\EXHIB5.1