Attached files
file | filename |
---|---|
EX-4.2 - EX-4.2 - WASTE MANAGEMENT INC | h80012exv4w2.htm |
EX-4.4 - EX-4.4 - WASTE MANAGEMENT INC | h80012exv4w4.htm |
EX-1.1 - EX-1.1 - WASTE MANAGEMENT INC | h80012exv1w1.htm |
8-K - FORM 8-K - WASTE MANAGEMENT INC | h80012e8vk.htm |
Exhibit
5.1
ONE SHELL PLAZA 910 LOUISIANA HOUSTON, TEXAS 77002-4995 TEL +1 713.229.1234 FAX +1 713.229.1522 www.bakerbotts.com |
ABU DHABI AUSTIN BEIJING DALLAS DUBAI HONG KONG HOUSTON LONDON MOSCOW NEW YORK PALO ALTO RIYADH WASHINGTON |
February 25, 2011
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 $400,000,000 aggregate principal amount of
4.60% Senior Notes due 2021 (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 February
23, 2011 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 February 23, 2011, with Deutsche Bank Securities Inc. and RBS Securities Inc.,
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; (iii) the Indenture;
(iv) the Officers Certificate delivered pursuant to Section 301 of the Indenture; (v) 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); (vi) the Underwriting
Agreement; (vii) the Registration Statement and the Prospectus; and (viii) 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.
Waste Management, Inc. | - 2 - | February 25, 2011 | ||
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
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.
KBR/JAR/JAA/SEB