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EXHIBIT 5.1
December 12, 2000
EarthCare Company
14901 Quorum Drive, Suite 200
Dallas, Texas 75240
Re: EarthCare Company -- Registration Statement on
Form S-3 relating to 4,985,838 Common Shares
Ladies and Gentlemen:
We have acted as counsel for EarthCare Company, a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-3 (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the proposed public offering and sale of up to 4,985,838 common shares of the
Company, $.0001 par value per share (the "Shares") by the debenture holders
named in the Registration Statement. The Shares are, or will be, issued upon
conversion of the Company's 10% convertible subordinated debentures, due October
2006.
In connection with this opinion, we have examined and relied upon such
records, documents, certificates and other instruments as in our judgment are
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, we have assumed the genuineness of signatures
on original documents and the conformity to such original documents of all
copies submitted to us as certified, conformed or photographic copies, and as to
certificates of public officials, we have assumed the same to have been properly
given and to be accurate. As to matters of fact material to this opinion, we
have relied upon statements and representations of representatives of the
Company and of public officials.
The opinions expressed herein are limited in all respects to the
Delaware General Corporation Law, and no opinion is expressed with respect to
the laws of any other jurisdiction or any effect which such laws may have on the
opinions expressed herein. This opinion is limited to the matters stated herein,
and no opinion is implied or may be inferred beyond the matters expressly stated
herein.
Based upon and subject to the foregoing, we are of the opinion that
upon the issuance of the Shares, the Shares will be duly authorized, validly
issued, fully paid and nonassessable.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of
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the Company in connection with the matters addressed herein. This opinion may
not be furnished to or relied upon by any person or entity for any purpose
without our prior written consent.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is part of the Registration Statement.
Very truly yours,
King & Spalding
/s/ King & Spalding
