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EXHIBIT 5.1
October 13, 2000
Waste Holdings, Inc.
3301 Benson Drive, Suite 601
Raleigh, North Carolina 27609
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-4 filed on the
date hereof by Waste Holdings, Inc., a North Carolina corporation (the
"Company"), with the Securities and Exchange Commission (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 13,710,000 shares of the Company's Common Stock, no par
value per share (the "Shares") which may be issued by the Company in a holding
company reorganization pursuant to an Agreement and Plan of Merger and
Reorganization dated October 6, 2000, by and among the Company, Waste
Industries, Inc. and Waste Industries Mergeco, LLC (the "Agreement"). In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the
original of all documents submitted to us as copies thereof.
As your legal counsel, we have examined the proceedings taken, and are
familiar with the proceedings proposed to be taken, in connection with the
issuance of the Shares pursuant to the Agreement.
It is our opinion that, upon completion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, including the proceedings being taken in order to permit such
transactions to be carried out in accordance with applicable state securities
laws, the Shares when issued in the manner referred to in the Registration
Statement and in accordance with the Agreement, will be legally and validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the proxy statement - prospectus constituting
a part thereof, and any amendments thereto.
Very truly yours,
/s/ WYRICK ROBBINS YATES & PONTON LLP
