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EXHIBIT 5.7
PIERCE One New Hampshire Avenue, Suite 350
ATWOOD Pease International Tradeport
ATTORNEYS AT LAW Portsmouth, New Hampshire 03801
(603) 433-6300 voice
(603) 433-6372 fax
info@pierceatwood.com
pierceatwood.com
June 13, 2003
Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701
Re: REGISTRATION STATEMENT ON FORM S-4
Dear Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-4 (File No. 333-103106) (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 opinion, we are acting as special
counsel for the Guarantors set forth on SCHEDULE B hereto (the "Maine
Guarantors") and SCHEDULE C hereto (the "New Hampshire Guarantor") 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 of each
of the Maine Guarantors and the New Hampshire Guarantor, as provided to us by
the Maine Guarantors and the New Hampshire Guarantor, respectively, the articles
of incorporation and by-laws of each of the Maine Guarantors and the New
Hampshire Guarantor, each as restated and/or amended to
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Casella Waste Systems, Inc.
June 13, 2003
Page 2
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 express no opinion herein with respect to matters governed by any laws
other than the state laws of (i) the State of Maine, with respect to the Maine
Guarantors, and (ii) the State of New Hampshire, with respect to the New
Hampshire Guarantor.
Based upon and subject to the foregoing, we are of the opinion that:
1. Each of the Maine Guarantors and the New Hampshire Guarantor
has duly authorized, executed and delivered the Indenture; and
2. Each of the Maine Guarantors and the New Hampshire Guarantor has
duly authorized the execution and delivery of its Guarantee.
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,
PIERCE ATWOOD
By: /s/ Scott E. Pueschel
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Scott Pueschel, P.C.
Partner
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Casella Waste Systems, Inc.
June 13, 2003
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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.
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Casella Waste Systems, Inc.
June 13, 2003
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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.
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Casella Waste Systems, Inc.
June 13, 2003
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SCHEDULE B
Data Destruction Services, Inc.
KTI Bio Fuels, Inc.
KTI Recycling of New England, Inc.
KTI Specialty Waste Services, Inc.
New England Waste Services of ME, Inc.
Pine Tree Waste, Inc.
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Casella Waste Systems, Inc.
June 13, 2003
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SCHEDULE C
Forest Acquisitions, Inc.