EXHIBIT 5.8
ROBINSON & COLE LLP
280 Trumbull Street
Hartford, CT 06103-3597
Main (860) 275-8200
Fax (860) 275-8299
February 19, 2004
Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701
Ladies and Gentlemen:
You have requested that we provide this opinion, as special counsel to
Mecklenburg County Recycling, Inc., a Connecticut corporation (the
"Connecticut Guarantor"), in connection with your filing on or about February
20, 2004 of a Registration Statement on Form S-4 (the "Registration
Statement") 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 (each, a "Guarantee" and collectively, 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"), as supplemented by the First Supplemental
Indenture, dated as of February 2, 2004 (the "Supplemental Indenture"), each
by and 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 Connecticut Guarantor in connection with the issuance by the
Company and the Guarantors of the Securities. We have examined and relied solely
upon (i) a signed copy of the Registration Statement, (ii) a signed copy of the
Registration Rights Agreement, (ii) a signed copy of the Indenture, (iv) a
signed copy of the Supplemental Indenture, (iv) resolutions adopted by the board
of directors of the Connecticut Guarantor, as provided to us
Casella Waste Systems, Inc.
February 19, 2004
Page 2
by the Connecticut Guarantor, (v) the certificate of incorporation of the
Connecticut Guarantor, (vi) the by-laws of the Connecticut Guarantor, as
provided to us by the Connecticut Guarantor and (vii) an Officer Certificate
of the Connecticut Guarantor, dated January 24, 2003, and an Officer's
Certificate of the Connecticut Guarantor, dated February 2, 2004
(collectively, the "Officer Certificates"), attesting to the Connecticut
Guarantor's certificate of incorporation and by-laws, certain resolutions
adopted by the Board of Directors of the Connecticut Guarantor, the
incumbency of certain officers of the Connecticut Guarantor, and as to
certain other matters. We have assumed, for purposes of this opinion, that
all of the matters set forth in the Officer Certificates are true and correct
in all respects as of the date of this opinion.
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 have made such
examinations of fact and Connecticut corporate law as we have deemed necessary
and appropriate for purposes hereof.
We express no opinion herein with respect to matters governed by any laws other
than the state laws of the State of Connecticut.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Connecticut Guarantor has duly authorized, executed and
delivered each of the Indenture and the Supplemental Indenture; and
2. The Connecticut Guarantor has duly authorized the execution and
delivery of its Guarantee.
This opinion is being furnished to you in connection with the filing of the
Registration Statement and is solely for your benefit, and may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person for any purpose, without our prior written consent. Further, it
is understood that this opinion is to be used by you 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.
Casella Waste Systems, Inc.
February 19, 2004
Page 3
We advise you that we have not participated in the drafting or negotiation of
any of the above-referenced documents, and we have not participated in any
discussions involving or relating to the same, except to the extent we have been
asked to provide this opinion.
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, if necessary, 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,
ROBINSON & COLE LLP
By: /s/ Edward J. Samorajczyk, Jr.
-------------------------------------
Edward J. Samorajczyk, Jr., a Partner
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.