EXHIBIT 5.5
[LETTERHEAD OF HOLLAND & KNIGHT LLP]
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 (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 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 opinion, we are acting as
special counsel for K-C International, Ltd., an Oregon corporation (the "Oregon
Guarantor"), in connection with the issuance by the Company and the Guarantors
of the Securities. We have examined copies of the
Casella Waste Systems, Inc.
February 19, 2004
Page 2
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 Oregon
Guarantor, as provided to us by the Oregon Guarantor, the articles of
incorporation and by-laws of the Oregon 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 that (1)
each natural person executing the Indenture and the Guarantee on behalf of the
Oregon Guarantor, or any other document referred to herein, is legally competent
to do so; and (2) each document submitted to us for review is accurate and
complete, each such document that is an original is authentic, each such
document that is a copy conforms to an authentic original, and all signatures on
each such document are genuine.
We express no opinion herein with respect to matters governed by any
laws other than the state laws of the State of Oregon.
Except to the extent expressly set forth herein, we have not undertaken
any independent investigation to determine the existence or absence of any facts
or other information, and no inference as to our knowledge or the existence or
absence of any such facts or other information should be drawn from the fact of
our representation of the Oregon Guarantor as special counsel.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Oregon Guarantor has duly authorized, executed and
delivered each of the Indenture and the Supplemental Indenture; and
2. The Oregon 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.
Our advice on legal issues addressed herein represents our opinion
concerning how that issue would be resolved were it to be considered by the
highest court of the jurisdiction upon whose law our opinion on that issue is
based. The manner in which any particular issue would be treated in any actual
court case would depend in part on facts and circumstances peculiar to
Casella Waste Systems, Inc.
February 19, 2004
Page 3
the case, and our opinions are not a guaranty of an outcome of any legal dispute
which may arise with regard to the documents referred to 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/ Holland & Knight LLP
HOLLAND & KNIGHT LLP
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.
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.