KRYS BOYLE FREEDMAN & SAWYER, P.C.
                               ATTORNEYS AT LAW
Telephone                 600 17th Street, Suite 2700 S       Facsimile
(303) 893-2300               Denver, Colorado 80202           (303) 893-2882

                               December 23, 1997

CET Environmental Services, Inc.
7670 Vaughn Court, Suite 130
Englewood, Colorado  80112

Gentlemen:

     We have acted as counsel to CET Environmental Services, Inc., a
California corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission of a Registration Statement
on Form S-3 (the "Registration Statement"), pursuant to which the Company is
registering under the Securities Act of 1933, as amended, a total of 729,248
shares (the "Shares") of its common stock, no par value (the "Common Stock")
for resale to the public. The Shares are to be sold by the selling
stockholders identified in the Registration Statement (the "Selling
Stockholders"). This opinion is being rendered in connection with the filing
of the Registration Statement. All capitalized terms used herein and not
otherwise defined shall have the respective meanings given to them in the
Registration Statement. 

     In connection with this opinion, we have examined the Company's Articles
of Incorporation and Bylaws, both as currently in effect; such other records
of the corporate proceedings of the Company and certificates of the Company's
officers as we have deemed relevant; and the Registration Statement and the
exhibits thereto. 

     In our examination, we have assumed the genuineness of all signatures,
the legal capacity of 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. 

     Based upon the foregoing, and subject to the limitations set forth
below, we are of the opinion that the Shares have been duly and validly
authorized by the Company and have been duly and validly issued and are fully
paid and non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  We hereby further consent to the reference to us
under the caption "Legal Matters" in the prospectus included in the
Registration Statement.

                                  Very truly yours,

                                  KRYS BOYLE FREEDMAN & SAWYER, P.C.

                                  By:/s/ Jon D. Sawyer
                                     Jon D. Sawyer