EXHIBIT 5.1

                        WYRICK ROBBINS YATES & PONTON LLP
                                Attorneys at Law

                                   The Summit
                        4101 Lake Boone Trail, Suite 300
                       Raleigh, North Carolina 27607-7506

                                 April 20, 2001


Waste Holdings, Inc.
3301 Benson Drive
Raleigh, North Carolina  27609

       Re:  Post-Effective Amendment No. 1 to Registration Statement on Form S-8
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Ladies and Gentlemen:

         We have examined the Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 filed by Waste Holdings, Inc., a North Carolina
corporation (the "Company"), with the Securities and Exchange Commission on or
about the date hereof (the "Registration Statement"), in connection with the
assumption by the Company of the Registration Statement on Form S-8 (No.
333-48609) of Waste Industries, Inc. and the stock plans thereunder (the
"Plans"). We understand that the shares of the Company's Common Stock, no par
value per share (the "Shares"), are to be issued pursuant to the Plans. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the
original of all documents submitted to us as copies thereof.

         As your legal counsel, we have examined the proceedings taken, and are
familiar with the proceedings proposed to be taken, by you in connection with
the sale and issuance of the Shares.

         It is our opinion that, upon completion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, the Shares, when issued in the manner referred to in the Registration
Statement and in accordance with the Plans and the resolutions adopted by the
Board of Directors of the Company, will be legally and validly issued, fully
paid and nonassessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus relating thereto, and any
amendments thereto.

                                      Very truly yours,

                                      /s/  WYRICK ROBBINS YATES & PONTON LLP