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EXHIBIT 5.4
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
305-579-0500 FAX 305-579-0717
February 19, 2004
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 (as amended, the "Registration Statement") to be filed on
or about the date hereof 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 aggregate 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 (the "Indenture"), by and among the Company, the Guarantors and
U.S. Bank National Association, as trustee (the "Trustee"), which is to be filed
as Exhibit 4.1 to the Registration Statement, as supplemented by the First
Supplemental Indenture, dated as of February 2, 2004 (the "Supplemental
Indenture"), which is to be filed as Exhibit 4.2 to the Registration Statement.
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 to be filed as Exhibit 4.3 to the
Registration Statement.
Solely for the purpose of furnishing this opinion, we are acting as special
counsel for Resource Recovery Systems of Sarasota, Inc., a Florida corporation
(the "Florida Guarantor"), in connection with the issuance by the Company and
the Guarantors of the Securities in the Exchange Offer. We have examined signed
copies of the Registration Statement to be filed with the Commission. We have
also examined and relied upon the Registration Rights Agreement, the Indenture,
the Supplemental Indenture, the Senior Credit Facility (as defined in the
Indenture), resolutions adopted by the board of directors of the Florida
Guarantor, as provided to
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Casella Waste Systems, Inc.
February 19, 2004
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us by the Florida Guarantor, the articles of incorporation and by-laws of the
Florida Guarantor, 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. As to matters of fact
material to this opinion, we have relied upon statements of representatives of
the Florida Guarantor and of public officials and have assumed the same to have
been properly given and to be accurate.
We express no opinion herein with respect to matters governed by any laws
other than the state laws of the State of Florida.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Florida Guarantor has duly authorized, executed and delivered
each of the Indenture and the Supplemental Indenture; and
2. The Florida 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 Exchange Offer 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 experts within the
meaning of Section 11 of the Securities Act or within 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/ Greenberg Traurig, P.A.
GREENBERG TRAURIG, P.A.
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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.
C.V. Landfill, 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.