Exhibit 5
Hale and Dorr LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 - Fax 617-526-5000
October 8, 1997
Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, VT 05701
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-1 (File No. 333-33135, the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, for the registration of 4,600,000 shares of
Class A Common Stock, $0.01 par value per share (the "Shares"), of Casella Waste
Systems, Inc., a Delaware corporation (the "Company"), including 1,000,000
Shares to be sold by certain selling stockholders (the "Selling Stockholders")
and 600,000 Shares issuable upon exercise of an overallotment option granted by
certain Selling Stockholders.
The Shares are to be sold by the Company and the Selling Stockholders
pursuant to an underwriting agreement (the "Underwriting Agreement") to be
entered into by and among the Company and Goldman, Sachs & Co., Donaldson,
Lufkin & Jenrette Securities Corporation and Oppenheimer & Co., Inc., as
representatives of the several underwriters named in the Underwriting Agreement
(the "Representatives").
We have acted as counsel for the Company in connection with the issue and
sale by the Company and the Selling Stockholders of the Shares. We have examined
signed copies of the Registration Statement and all exhibits thereto, all as
filed with the Commission. We have also examined and relied upon the original or
copies of minutes of the meetings of the stockholders and the Board of Directors
of the Company, stock record books of the Company, a copy of the Second Amended
and Restated By-Laws of the Company, a copy of the Amended and Restated
Certificate of Incorporation of the Company, and such other documents as we have
deemed necessary for purposes of rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as copies, and the authenticity of the originals of such documents.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Underwriting Agreement, to register
and qualify the Shares for sale under all applicable state securities, or "Blue
Sky", laws.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued and sold by the Company or
sold by the Selling Stockholders pursuant to the Underwriting Agreement, such
Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as part of the Registration
Statement and to the use of our name therein and in the related Prospectus under
the caption "Legal Matters."
It is understood that this opinion is to be used only in connection with
the offer of the Shares while the Registration Statement is in effect.
This opinion is based upon currently existing statutes, rules, regulations
and judicial decisions, and we disclaim any obligations to advise you of any
change in any of these sources of law or subsequent legal or factual
developments which might affect any matters or opinions set forth herein.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
Very truly yours,
/s/ Hale and Dorr LLP
---------------------------------
HALE AND DORR LLP
-2-