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EXHIBIT 5.3
[BROOKS, PIERCE, MCLENDON, HUMPHREY & LEONARD, L.L.P. LETTERHEAD]
June 17, 2003
Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701
Re: REGISTRATION STATEMENT ON FORM S-4
Dear Ladies and Gentlemen:
This letter 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.
Solely for the purpose of furnishing this letter, we have acted as special
counsel for U.S. Fiber, Inc. (the "North Carolina Guarantor"), a North Carolina
corporation and a wholly owned subsidiary of FCR, Inc., which is a wholly owned
subsidiary of the Company, 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 Board
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Casella Waste Systems, Inc.
June 17, 2003
Page 2
of Directors of the North Carolina Guarantor, as provided to us by the North
Carolina Guarantor, the Articles of Incorporation and Bylaws of the North
Carolina Guarantor, each as restated and/or amended to date, certificates from
the officers of the North Carolina Guarantor dated prior to and as of the date
hereof regarding resolutions of the North Carolina Guarantor's Board of
Directors, Articles of Incorporation, Bylaws and other matters, 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 and email or facsimile transmissions thereof, the authenticity of
the originals of such latter documents and the legal competence of all
signatories to such documents. As to all matters of fact relevant to the
opinions set forth below, we have relied exclusively upon certificates,
statements, or representations of officers and other representatives of the
North Carolina Guarantor and upon statements contained in the registration
statement. We have not attempted to independently verify any factual matters in
connection with the giving of the opinions set forth below.
We express no opinion as to the laws of any other jurisdiction except the
laws of the State of North Carolina. We express no opinion as to any federal or
state securities or Blue Sky laws, including without limitation the securities
laws of the State of North Carolina. We express no opinion with respect to the
enforceability of the Indenture or the Guarantee executed by the North Carolina
Guarantor or any other document, agreement, instrument or certificate, or any
provision thereof.
For purposes of our opinions rendered below, we have assumed that the facts
and law governing the future performance by the North Carolina Guarantor of its
obligations under the Indenture and the Guarantee to which it is a party will be
identical to the facts and law governing its performance on the date of this
letter.
Based upon and subject to the foregoing, we are of the opinion that:
1. The North Carolina Guarantor has duly authorized, executed and
delivered the Indenture; and
2. The North Carolina Guarantor has duly authorized the execution
and delivery of its Guarantee.
It is understood that these opinions are to be used only in connection with
the offer and exchange of the Securities while the Registration Statement is in
effect. We have acted as special counsel to the North Carolina Guarantor in
connection with the transactions described herein, and this letter and our
opinions herein are given solely in our capacity as special counsel to the North
Carolina Guarantor. We have not acted as counsel to the Company, any Guarantor
(other than the North Carolina Guarantor) or the Purchasers. As a result, no
opinion is expressed herein as to any matter relating to the Company, any
Guarantor (other than the North Carolina Guarantor) or any Purchaser, and not to
the North Carolina Guarantor.
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Casella Waste Systems, Inc.
June 17, 2003
Page 3
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 beyond the
matters expressly stated. Our opinions herein are 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. Our opinions herein are being delivered to you solely
for the purposes described above, and except as otherwise provided in the
following paragraph, may not be quoted or relied upon by you for any other
purpose, or by any other party for any other purpose, without our prior written
consent.
We hereby consent to the filing of this letter 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.
The opinions set forth in this letter represent our professional judgment
as to matters described herein; they are not binding upon the North Carolina
Guarantor or any other court or tribunal; and they do not represent any
guarantee in any particular result.
Very truly yours,
/s/ Brooks, Pierce, McLendon, Humphrey &
Leonard, L.L.P.
BROOKS, PIERCE, MCLENDON,
HUMPHREY & LEONARD, L.L.P.
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SCHEDULE A
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 Redemption, Inc.
FCR Tennessee, 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 Environmental Group, Inc.
KTI New Jersey Fibers, Inc.
KTI Operations Inc.
KTI Recycling of New England, 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.
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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.