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EXHIBIT 5.3
[LETTERHEAD OF BROOKS, PIERCE, MCLENDON, HUMPHREY & LEONARD, LLP]
February 20, 2004
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 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 $45,000,000 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 amended and supplemented by the First Supplemental
Indenture dated as of February 2, 2004 (the "Supplemental Indenture"), and as
further 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 February 2, 2004 (the "Registration Rights Agreement"), by and among
the Company, the Guarantors and the Purchasers (as defined therein), which is
filed as Exhibit 4.3 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
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Casella Waste Systems, Inc.
February 20, 2004
Page 2
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, the Supplemental Indenture,
resolutions adopted by the Board 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
hereto (which we have assumed remain true and accurate 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 each of the Indenture and the Supplemental 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
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Casella Waste Systems, Inc.
February 20, 2004
Page 3
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.
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.
C.V. Landfill, 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.
CWM All Waste LLC
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.
GroundCo LLC
Hakes C & D Disposal, Inc.
Hardwick Landfill, 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.
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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.
NEWSME Landfill Operations LLC
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
Rockingham Sand & Gravel, LLC
Schultz Landfill, Inc.
Sunderland Waste Management, Inc.
Templeton Landfill LLC
U.S. Fiber, Inc.
Waste-Stream Inc.
Westfield Disposal Service, Inc.
Winters Brothers, Inc.
Wood Recycling, Inc.