Attached files
file | filename |
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8-K - FORM 8-K - REPUBLIC SERVICES, INC. | p18861e8vk.htm |
EX-4.2 - EX-4.2 - REPUBLIC SERVICES, INC. | p18861exv4w2.htm |
EX-4.1 - EX-4.1 - REPUBLIC SERVICES, INC. | p18861exv4w1.htm |
EX-1.1 - EX-1.1 - REPUBLIC SERVICES, INC. | p18861exv1w1.htm |
EX-4.3 - EX-4.3 - REPUBLIC SERVICES, INC. | p18861exv4w3.htm |
Exhibit 5.1
Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606-4637
71 South Wacker Drive
Chicago, Illinois 60606-4637
Main Tel +1 312 782 0600
Main Fax +1 312 701 7711
www.mayerbrown.com
Main Fax +1 312 701 7711
www.mayerbrown.com
May 9, 2011
Republic Services, Inc.
18500 North Allied Way
Phoenix, AZ 85054
18500 North Allied Way
Phoenix, AZ 85054
Ladies and Gentlemen:
We have acted as counsel for Republic Services, Inc., a Delaware corporation (the Company),
in connection with the offer and sale of $700,000,000 aggregate principal amount of its 3.800%
notes due May 15, 2018 (the 2018 Notes), $550,000,000 aggregate principal amount of its 4.750%
notes due May 15, 2023 (the 2023 Notes) and $600,000,000 aggregate principal amount of its 5.700%
notes due May 15, 2041 (the 2041 Notes and, together with the 2018 Notes and the 2023 Notes, the
Notes) as set forth in the Prospectus Supplement, dated May 2, 2011 (the Prospectus
Supplement), as filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2) under
the Securities Act of 1933, as amended (the Securities Act). The Notes will be guaranteed,
jointly and severally (the Guarantees), by each of the Companys subsidiaries that is a party to
the supplemental indentures referred to below (the Guarantors).
The Notes and Guarantees will be issued under an Indenture, dated September 8, 2009, between
the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), as
supplemented by (i) a Second Supplemental Indenture among the Company, the Guarantors and the
Trustee relating to the 2018 Notes to be dated May 9, 2011, (ii) a Third Supplemental Indenture
among the Company, the Guarantors and the Trustee relating to the 2023 Notes to be dated May 9,
2011 and (iii) a Fourth Supplemental Indenture among the Company, the Guarantors and the Trustee
relating to the 2041 Notes to be dated May 9, 2011.
In connection with our opinion, we have examined: (a) the Prospectus Supplement; (b) the
Companys Certificate of Incorporation and By-Laws, each as amended to date; (c) the Indenture; (d)
the form of the Notes; and (e) such other proceedings, documents and records as we have deemed
necessary to enable us to render this opinion.
In our examination of the above referenced documents, we have assumed the genuineness of all
signatures, the authenticity of all documents, certificates and instruments submitted to us as
originals and the conformity with the originals of all documents submitted to us as copies. Also,
we have relied as to certain factual matters on information obtained from public officials,
officers of the Company and Guarantors and other sources believed by us to be responsible.
Mayer Brown LLP operates in combination with our associated English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia) and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.
and Hong Kong partnership (and its associated entities in Asia) and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.
Mayer Brown llp
Republic Services, Inc.
May 9, 2011
Page 2
May 9, 2011
Page 2
Based upon and subject to the foregoing and the matters set forth herein, assuming that the
Indenture has been duly authorized, executed and delivered by, and represents the valid and binding
obligation of, the Trustee, we are of the opinion that:
1. Upon the due execution, authentication, issuance and delivery of the Notes, and the receipt
of the consideration therefor set forth in the Prospectus Supplement, the Notes will be valid and
binding obligations of the Company entitled to the benefits of the Indenture and enforceable
against the Company in accordance with their terms; except as enforcement thereof may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other comparable laws
affecting the enforcement of creditors rights generally or the application of equitable principles
(regardless of whether such enforceability is considered in a proceeding in equity or at law).
2.
Upon the due execution, authentication, issuance and delivery of the
Notes, and the receipt of
the consideration therefor set forth in the Prospectus Supplement, the Guarantees will be the valid
and binding obligations of the Guarantors entitled to the benefits of the Indenture and enforceable
against the Guarantors in accordance with their terms; except as enforcement thereof may be limited
by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other comparable laws
affecting the enforcement of creditors rights generally or the application of equitable principles
(regardless of whether such enforceability is considered in a proceeding in equity or at law).
We express no opinion concerning the contents of the Prospectus Supplement, other than as to
the validity of the Notes and the Guarantees. We express no opinion as to the applicability of,
compliance with or effect of, the law of any jurisdiction other than United States Federal law, the
laws of the States of Illinois, New York, California, North Carolina and Texas and the General
Corporation Law of the State of Delaware, and have assumed the due authorization of the Guarantees
by each of those Guarantors organized in a jurisdiction other than the foregoing.
We hereby consent to the reference to our firm under the caption Legal Matters in the
Prospectus Supplement, and to the filing of this opinion as an exhibit to the Companys Current
Report on Form 8-K. In giving this consent, we do not admit that we are experts within the
meaning of Section 11 of the Securities Act or within the category of persons whose consent is
required by Section 7 of the Securities Act.
Very truly yours, |
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/s/ Mayer Brown LLP | ||||
Mayer Brown LLP | ||||