EXHIBIT 99.5

                              [SYNAGRO LETTERHEAD]

June 6, 2002

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Ladies and Gentlemen:

     Our auditors, Arthur Andersen LLP, have represented to us in a letter dated
April 24, 2002, that their audit of the consolidated financial statements of
Synagro Technologies, Inc. and subsidiaries as of December 31, 2001, and for the
year then ended was subject to their quality control system for the U.S.
accounting and auditing practice to provide reasonable assurance that the
engagement was conducted in compliance with professional standards, that there
was appropriate continuity of Arthur Andersen personnel working on the audit and
availability of national office consultation. Arthur Andersen LLP has advised us
in such letter that availability of personnel at foreign affiliates of Arthur
Andersen was not relevant to this audit.

                                          SYNAGRO TECHNOLOGIES, INC.

                                          By       /s/ THOMAS J. BINTZ
                                            ------------------------------------
                                                      Thomas J. Bintz
                                                   (Corporate Controller)

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