Exhibit 5.1
HALE AND DORR LLP
C O U N S E L O R S A T L A W
HALEDORR.COM
60 STATE STREET o BOSTON, MA 02109
617-526-6000 o FAX 617-526-5000
April 16, 2003
Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701
Re: REGISTRATION STATEMENT ON FORM S-4
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Dear Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-4 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") relating to the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of the issuance
and exchange of up to $150,000,000 original principal amount of 9.75% Senior
Subordinated Notes Due 2013 (the "New Notes"), of Casella Waste Systems, Inc., a
Delaware corporation (the "Company"), and the guarantees of the obligations
represented by the New Notes (the "Guarantees" and, together with the New Notes,
the "Securities") by the subsidiaries of the Company set forth on SCHEDULE A
hereto (such entities, collectively, the "Guarantors").
The Securities are to be issued pursuant to an Indenture, dated as
of January 24, 2003, as supplemented and amended from time to time (the
"Indenture"), among the Company, the Guarantors and U.S. Bank National
Association, as trustee (the "Trustee"). The Securities are to be issued in
an exchange offer (the "Exchange Offer") for a like aggregate original
principal amount of 9.75% Senior Subordinated Notes Due 2013 currently
outstanding (the "Old Notes") in accordance with the terms of an Exchange and
Registration Rights Agreement, dated as of January 21, 2003 (the
"Registration Rights Agreement"), by and among the Company, the Guarantors
and the Purchasers (as defined therein), which is filed as Exhibit 4.2 to the
Registration Statement.
We are acting as counsel for the Company and the Guarantors in
connection with the issuance by the Company and the Guarantors of the
Securities. We have examined signed copies of the Registration Statement as
filed with the Commission. We have also examined and relied upon the
Registration Rights Agreement, the Indenture, resolutions adopted by the boards
of directors or sole member, as the case may be, of each of the Company and the
Guarantors, as provided to us by the Company and the Guarantors, the
certificates of incorporation and by-laws or other organizational documents, as
the case may be, of the Company and each of the
BOSTON LONDON* MUNICH* NEW YORK OXFORD* PRINCETON RESTON WALTHAM WASHINGTON
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HALE AND DORR LLP IS A MASSACHUSETTS LIMITED LIABILITY PARTNERSHIP
* AN INDEPENDENT JOINT VENTURE LAW FIRM
Casella Waste Systems, Inc.
April 16, 2003
Page 2
Guarantors, each as restated and/or amended to date, 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, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer
and exchange of the Securities in the Exchange Offer, to register and qualify
the Securities for issuance under all applicable state securities or "blue sky"
laws.
We express no opinion herein with respect to matters governed by any
laws other than the state laws of the State of New York and the Commonwealth
of Massachusetts, the General Corporation Law of the State of Delaware and
the federal laws of the United States of America.
Our opinions below are qualified to the extent that they may be
subject to or affected by applicable bankruptcy, insolvency, reorganization,
moratorium, usury, fraudulent conveyance or similar laws affecting the rights
of creditors generally, and general equity principles (including limitations
on the enforceability of a penalty), regardless of whether such
enforceability is considered in a proceeding in equity or at law.
Furthermore, we express no opinion as to the availability of any equitable or
specific remedy, or as to the successful assertion of any equitable defense,
upon any breach of any agreements or documents or obligations referred to
herein, or any other matters, inasmuch as the availability of such remedies
or defenses may be subject to the discretion of a court.
Casella Waste Systems, Inc.
April 16, 2003
Page 3
Based upon and subject to the foregoing, we are of the opinion that the
New Notes, when executed by the Company, authenticated by the Trustee in the
manner provided by the Indenture and issued and delivered against surrender of
the Old Notes in accordance with the terms and conditions of the Registration
Rights Agreement, the Indenture and the Exchange Offer, will be binding and
valid obligations of the Company, entitled to the benefits provided by the
Indenture and enforceable against the Company in accordance with their terms,
and that the Guarantees, when the New Notes are issued, authenticated and
delivered in accordance with the terms of the Registration Rights Agreement, the
Indenture and the Exchange Offer, will be binding and valid obligations of the
Guarantors, enforceable against each of them in accordance with their respective
terms.
It is understood that this opinion is to be used only in connection
with the offer and exchange of the Securities while the Registration Statement
is in effect.
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. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation 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.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters". 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 or the
rules and regulations of the Commission.
Very truly yours,
/s/ HALE AND DORR LLP
HALE AND DORR LLP
SCHEDULE A
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All Cycle Waste, Inc.
Alternate Energy, Inc.
Atlantic Coast Fibers, Inc.
B. and C. Sanitation Corporation
Blasdell Development Group, Inc.
Bristol Waste Management, Inc.
Casella NH Investors Co., LLC
Casella NH Power Co., LLC
Casella RTG Investors Co., LLC
Casella Transportation, Inc.
Casella Waste Management of Massachusetts, Inc.
Casella Waste Management of N.Y., Inc.
Casella Waste Management of Pennsylvania, Inc.
Casella Waste Management, Inc.
Data Destruction Services, Inc.
Fairfield County Recycling, Inc.
FCR Camden, Inc.
FCR Florida, Inc.
FCR Greensboro, Inc.
FCR Greenville, Inc.
FCR Morris, Inc.
FCR Plastics, Inc.
FCR Redemption, Inc.
FCR Tennessee, Inc.
FCR Virginia, Inc.
FCR, Inc.
Forest Acquisitions, Inc.
Grasslands Inc.
Hakes C & D Disposal, Inc.
Hiram Hollow Regeneration Corp.
The Hyland Facility Associates
K-C International, Ltd.
KTI Bio Fuels, Inc.
KTI Energy of Virginia, Inc.
KTI Environmental Group, Inc.
KTI New Jersey Fibers, Inc.
KTI Operations Inc.
KTI Recycling of New England, Inc.
KTI Recycling of New Jersey, Inc.
KTI Specialty Waste Services, Inc.
KTI, Inc.
Maine Energy Recovery Company, Limited Partnership
Mecklenburg County Recycling, Inc.
Natural Environmental, Inc.
New England Waste Services of Massachusetts, Inc.
New England Waste Services of ME, Inc.
New England Waste Services of N.Y., Inc.
New England Waste Services of Vermont, Inc.
New England Waste Services, Inc.
Newbury Waste Management, Inc.
North Country Environmental Services, Inc.
Northern Properties Corporation of Plattsburgh
Northern Sanitation, Inc.
PERC, Inc.
PERC Management Company Limited Partnership
Pine Tree Waste, Inc.
R.A. Bronson Inc.
ReSource Recovery of Cape Cod, Inc.
ReSource Recovery Systems of Sarasota, Inc.
ReSource Recovery Systems, Inc.
ReSource Transfer Services, Inc.
ReSource Waste Systems, Inc.
Rochester Environmental Park, LLC
Schultz Landfill, Inc.
Sunderland Waste Management, Inc.
U.S. Fiber, Inc.
Waste-Stream Inc.
Westfield Disposal Service, Inc.
Winters Brothers, Inc.