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EXHIBIT 5.2
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004-1980
Tel: 212-859-8000
Fax: 212-859-4000
Akerman, Senterfitt & Eidson, P.A.
One S.E. Third Avenue, 28th Floor
Miami, Florida 33131-1704
Ladies and Gentlemen:
We are acting as special New York counsel for you in connection with
the registration under the Securities Act of 1933, as amended (the "Securities
Act"), of $400,000,000 of Senior Notes (the "Notes") under the Registration
Statement on Form S-3 of Republic Services, Inc. (the "Company") to be filed on
the date hereof and the indenture (the "Indenture") to be entered into between
the Company and the Bank of New York, as trustee (the "Trustee"), related to the
Notes.
For the purposes of this opinion, we have examined the originals, or
certified, confirmed or reproduction copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as a basis for
the opinions hereinafter expressed. In all such examinations, we have assumed
the genuineness of all signatures, the authenticity of all original or certified
copies and the conformity to original or certified copies of all copies
submitted to us as conformed or reproduction copies. As to various questions of
fact relevant to such opinions, we have relied upon certificates and statements
of public officials, officers or representatives of the Company and others. We
have assumed, for purposes of the opinion expressed herein, that (i) the Trustee
has the power to execute, deliver and perform its obligations under the
Indenture, the execution, delivery and performance of the Indenture has been
duly authorized by the Trustee, and, when duly executed and delivered by the
Trustee, the Indenture will be valid and binding upon the Trustee and (ii) the
Notes have been duly executed and authenticated in accordance with the terms of
the Indenture and delivered and paid for in accordance with the terms of the
purchase agreement or other documentation pursuant to which they were sold.
Based upon and subject to the foregoing, we are of the opinion that the
Notes will be valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms and entitled to the benefits of, and
subject to the provisions of, the Indenture and any applicable Supplemental
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Indenture or board resolution setting forth the terms of the Notes issued under
the Indenture.
The opinions set forth above are subject to the following qualifications:
(A) We express no opinion as to the validity, binding effect or
enforceability of any provision of the Notes or of the Indenture
relating to indemnification or contribution or exculpation.
(B) Our opinions above are subject to the following:
(i) bankruptcy, insolvency, reorganization, moratorium and other
laws now or hereafter in effect affecting creditors' rights
and remedies generally:
(ii) general principles of equity (including, without limitation,
standards of materiality, good faith, fair dealing and
reasonableness), whether such principles are considered in a
proceeding in equity or at law; and
(iii) the application of any applicable fraudulent conveyance,
fraudulent transfer, fraudulent obligation, or preferential
transfer law or any law governing the distribution of assets
of any person now or hereafter in effect affecting creditors'
rights and remedies generally.
(C) We express no opinion as to the validity, binding effect or
enforceability of any provision of the Notes or of the Indenture:
(i) containing any purported waiver, release, variation,
disclaimer, consent or other agreement of similar effect (all
of the foregoing, collectively, a "Waiver") by the Company
under any of such agreements or instruments to the extent
limited by provisions of applicable law (including judicial
decisions), or to the extent that such a Waiver applies to a
right, claim, duty, defense or ground for discharge otherwise
existing or occurring as a matter of law (including judicial
decisions), except to the extent that such a Waiver is
effective under, and is not prohibited by or void or invalid
under provisions of applicable law (including judicial
decisions);
(ii) related to forum selection or submission to jurisdiction or
choice of governing law to the extent that the legality,
validity, binding effect or enforceability of any such
provision is to be determined by any court other than a court
of the State of New York or a federal district court sitting
in the State of New York and applying the law of the State of
New York, in each case applying the choice of law principles
of the State of New York;
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(iii) specifying that provisions thereof may be waived only in
writing, to the extent that an oral agreement or an implied
agreement by trade practice or course of conduct has been
created that modifies any provision of such agreement; and
(iv) purporting to give any person or entity the power to
accelerate obligations without any notice to the obligor.
This opinion is limited to the laws of the State of New York. We
express no opinion as to the laws of any other jurisdiction, including federal
law.
We hereby consent to your reliance upon this opinion in rendering your
opinion, both of which will be filed as exhibits to the Registration Statement,
and to the reference to this firm under the caption "Legal Matters" in the
Prospectus forming part of the Registration Statement. In giving such consent,
we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Stuart Gelfond
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Stuart Gelfond
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