Attached files
file | filename |
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8-K - FORM 8-K - WASTE MANAGEMENT INC | h73701e8vk.htm |
EX-1.1 - EX-1.1 - WASTE MANAGEMENT INC | h73701exv1w1.htm |
EX-4.4 - EX-4.4 - WASTE MANAGEMENT INC | h73701exv4w4.htm |
EX-4.2 - EX-4.2 - WASTE MANAGEMENT INC | h73701exv4w2.htm |
Exhibit 5.1
ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS
77002-4995
910 LOUISIANA
HOUSTON, TEXAS
77002-4995
TEL +1 713.229.1234
FAX +1 713.229.1522
www.bakerbotts.com
FAX +1 713.229.1522
www.bakerbotts.com
AUSTIN
BEIJING
DALLAS
DUBAI
HONG KONG
HOUSTON
LONDON
MOSCOW
NEW YORK
PALO ALTO
RIYADH
WASHINGTON
BEIJING
DALLAS
DUBAI
HONG KONG
HOUSTON
LONDON
MOSCOW
NEW YORK
PALO ALTO
RIYADH
WASHINGTON
June 7, 2010
Waste Management, Inc.
Waste Management Holdings, Inc.
1001 Fannin Street, Suite 4000
Houston, Texas 77002
Waste Management Holdings, Inc.
1001 Fannin Street, Suite 4000
Houston, Texas 77002
Ladies and Gentlemen:
Waste Management, Inc., a Delaware corporation (the Company), and Waste Management Holdings,
Inc., a Delaware corporation (Holdings), have engaged us to render the opinions expressed below
in connection with the Companys proposed issuance of $600,000,000 aggregate principal amount of
4.75% Senior Notes due 2020 (the Notes) and the issuance of the related guarantee of the Notes by
Holdings (the Guarantee), as contemplated by the Registration Statement on Form S-3 (Registration
No. 333-162059) (the Registration Statement), filed with the Securities and Exchange Commission
(the Commission) under the Securities Act of 1933, as amended (the Act), relating to the
offering of securities of the Company and of Holdings from time to time pursuant to Rule 415 under
the Act.
The Registration Statement has been filed with the Commission and became effective upon
filing. The Companys prospectus dated September 22, 2009 and prospectus supplement dated June 3,
2010 relating to the Notes (collectively, the Prospectus) have been filed with the Commission
pursuant to Rule 424(b) under the Act.
The Company and Holdings entered into an Underwriting Agreement (the Underwriting
Agreement), dated June 3, 2010, with Banc of America Securities LLC, Barclays Capital Inc.,
Citigroup Global Markets Inc. and Goldman, Sachs & Co., as representatives of the underwriters
named therein (the Underwriters), relating to the issuance and sale by the Company to the
Underwriters of the Notes to be issued pursuant to an Indenture (the Indenture) dated as of
September 10, 1997 between the Company, formerly known as USA Waste Services, Inc., and The Bank of
New York Mellon Trust Company, N. A., as the current successor to Texas Commerce Bank National
Association, as trustee (the Trustee).
In our capacity as counsel to the Company and Holdings in connection with the matters referred
to above, we have examined the following: (i) the Third Restated Certificate of Incorporation and
the Amended and Restated Bylaws of the Company, each as amended to date; (ii) the Third Restated
Certificate of Incorporation and Bylaws of Holdings, each as amended to date;
Waste Management, Inc. | - 2 - | June 7, 2010 |
(iii) the Indenture; (iv) the Guarantee to be entered into by Holdings in favor of the holders
of the Notes concurrently with the issuance of the Notes under the Indenture (the Guarantee
Agreement); (v) the Underwriting Agreement; (vi) the Registration Statement and the Prospectus;
and (vii) originals, or copies certified or otherwise identified, of corporate records of the
Company and Holdings, certificates of public officials and of representatives of the Company and
Holdings, statutes and other instruments and documents as a basis for the opinions hereinafter
expressed. We have relied upon certificates of officers of the Company and Holdings and of public
officials with respect to the accuracy of the material factual matters contained in such
certificates. In making our examination, we have assumed that all signatures on documents examined
by us are genuine, all documents submitted to us as originals are authentic and all documents
submitted to us as certified or photostatic copies conformed with the originals of such documents.
In connection with this opinion, we have assumed that the Notes will be issued and sold in
compliance with applicable federal and state securities laws and in the manner stated in the
Registration Statement and the Prospectus.
On the basis of the foregoing, and subject to the assumptions, limitations and qualifications
set forth herein, we are of the opinion that (i) the Notes will, when they have been duly
authorized, executed, authenticated, issued and delivered in accordance with the provisions of the
Indenture and duly purchased and paid for in accordance with the terms of the Underwriting
Agreement, constitute legal, valid and binding obligations of the Company enforceable against it in
accordance with their terms, except to the extent that the enforceability thereof may be limited by
bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other laws relating to
or affecting creditors rights generally and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law), which principles may include
implied duties of good faith and fair dealing; and (ii) the Guarantee will, when Holdings has duly
authorized, executed and delivered the Guarantee Agreement and the Notes have been duly authorized,
executed, authenticated, issued and delivered in accordance with the provisions of the Indenture
and duly purchased and paid for in accordance with the terms of the Underwriting Agreement,
constitute a legal, valid and binding obligation of Holdings enforceable against it in accordance
with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy,
fraudulent conveyance, insolvency, reorganization, moratorium or other laws relating to or
affecting creditors rights generally and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law), which principles may include
implied duties of good faith and fair dealing, and except for provisions purporting to waive rights
to notice, legal defenses, statutes of limitation or other benefits that cannot be waived under
applicable law.
The opinions set forth above are limited in all respects to matters of the General Corporation
Law of the State of Delaware, the contract law of the State of New York, and applicable federal
laws of the United States, each as currently in effect.
We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Current
Report on Form 8-K and to the incorporation by reference of this opinion of counsel into the
Registration Statement. We also consent to the reference to our Firm under the heading Legal
Matters in the Prospectus. In giving this consent, we do not thereby admit that we are in the
Waste Management, Inc. | - 3 - | June 7, 2010 |
category of persons whose consent is required under Section 7 of the Act and the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Baker Botts L.L.P.
JDK/JAR/JAA/ATR