<PAGE> 1
EXHIBIT 5.1
[WMI LETTERHEAD]
August 31, 2000
Waste Management, Inc.
1001 Fannin Street, Suite 4000
Houston, Texas 77002
Re: Registration Statement on Form S-8
Gentlemen:
I am the General Counsel for Waste Management, Inc., a Delaware
corporation (the "Company"), and have acted in such capacity in connection with
the registration under the Securities Act of 1933, as amended (the "Act"), of
1,409,708 shares of the Company's common stock, $0.01 par value (the "Common
Stock"), to be offered upon the terms and subject to the conditions set forth in
the Registration Statement on Form S-8 (the "Registration Statement") relating
thereto to be filed with the Securities and Exchange Commission on September 1,
2000.
In connection therewith, I have examined originals or copies certified or
otherwise identified to my satisfaction of the Certificate of Incorporation of
the Company, the By-laws of the Company, the corporate proceedings with respect
to the offering of the shares and such other documents and instruments as I have
deemed necessary or appropriate for the expression of the opinions contained
herein.
I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to me as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to me as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that I have examined.
Based on the foregoing, and having a regard for such legal considerations
as I have deemed relevant, I am of the opinion that:
(i) The Company has been duly incorporated and is validly existing in
good standing under the laws of the State of Delaware.
(ii) The shares of Common Stock proposed to be sold by the Company have
been duly and validly authorized for issuance and, when issued and
paid for in accordance with the Registration Statement, and subject
to the Registration Statement becoming effective under the Act and
to compliance with such state securities rules, regulations and laws
as may be applicable, will be duly and validly issued, fully paid
and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Lawrence O'Donnell, III
Lawrence O'Donnell, III
Senior Vice President,
General Counsel
and Secretary
