August 3, 2000
Envirosource, Inc.
1155 Business Center Drive
Horsham, PA 19044
Gentlemen:
You have asked me, as General Counsel of Envirosource, Inc., a Delaware
corporation ("Company"), to render my opinion regarding certain matters in
connection with a Registration Statement on Form S-8 ("Registration Statement")
to be filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933 covering 500,000 shares ("Shares") of the Common Stock,
par value $0.05 per share, of the Company issuable pursuant to the Envirosource,
Inc. 1999 Stock Option Plan ("Plan").
I have examined, or caused to be examined, the Certificate of
Incorporation and By-laws of the Company, as amended to date, the records of its
corporate proceedings, the Plan, the Registration Statement and such other
documents as I have deemed necessary in connection with the opinion hereinafter
expressed.
Based on the foregoing, I am of the opinion that the Shares have been
duly authorized and, when issued in accordance with the terms of the Plan, will
be validly issued and outstanding, fully paid and nonassessable shares of the
Company's Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Leon Z. Heller
Leon Z. Heller
