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EXHIBIT 5.6
[LETTERHEAD OF PAUL, FRANK & COLLINS]
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, and as further supplemented and amended from time to time
(collectively, the "Indenture"), among the Company, the Guarantors and U.S. Bank
National Association, as trustee. The Securities are to be issued in an exchange
offer for a like aggregate original principal amount of 9.75% Senior
Subordinated Notes Due 2013 currently outstanding 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 the Guarantors set forth on SCHEDULE B hereto (the "Vermont
Guarantors") in connection with the issuance by the Company and the Guarantors
of the Securities. 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, resolutions adopted on January 22,
2004 by the boards of directors or sole member, as the case may be, of each of
the Vermont Guarantors (the "Resolutions"), as provided to us by the Vermont
Guarantors, the certificates of incorporation and bylaws or other organizational
documents, as the case may be, of each of the Vermont Guarantors, 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
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Casella Waste Systems, Inc.
February 19, 2004
Page 2
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 have also assumed that the Resolutions have not been
amended or revoked. We express no opinion herein with respect to matters
governed by any laws other than the state laws of the State of Vermont.
Based upon and subject to the foregoing, we are of the opinion that:
1. Each Vermont Guarantor has duly authorized, executed and delivered the
Indenture; and
2. Each Vermont 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,
PAUL, FRANK & COLLINS
/s/ Paul, Frank & Collins
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Casella Waste Systems, Inc.
February 19, 2004
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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, LLC
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.
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Casella Waste Systems, Inc.
February 19, 2004
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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.
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Casella Waste Systems, Inc.
February 19, 2004
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SCHEDULE B
All Cycle Waste, Inc.
Bristol Waste Management, Inc.
C.V. Landfill, Inc.
Casella Transportation, Inc.
Casella Waste Management, Inc.
New England Waste Services of Vermont, Inc.
New England Waste Services, Inc.
Newbury Waste Management, Inc.
Rockingham Sand & Gravel, LLC
Sunderland Waste Management, Inc.
Winters Brothers, Inc.