Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1/A - Heritage-Crystal Clean, Inc. | c58173a1sv1za.htm |
| EX-1.1 - EX-1.1 - Heritage-Crystal Clean, Inc. | c58173a1exv1w1.htm |
| EX-23.2 - EX-23.2 - Heritage-Crystal Clean, Inc. | c58173a1exv23w2.htm |
| EX-23.1 - EX-23.1 - Heritage-Crystal Clean, Inc. | c58173a1exv23w1.htm |
Exhibit 5.1
June 1, 2010
Heritage-Crystal Clean, Inc.
2175 Point Boulevard, Suite 375
Elgin, IL 60123
2175 Point Boulevard, Suite 375
Elgin, IL 60123
Re: Registration Statement on Form S-1 File No. 333-166925
Ladies and Gentlemen:
You have requested our opinion in connection with the above- referenced registration statement
(the “Registration Statement”), under which Heritage-Crystal Clean, Inc. (the “Company”) intends to
issue and sell in a public offering 2,750,000 shares of common stock, par value $0.01 per share, of
the Company (the “Common Stock”), plus up to an additional 412,500 shares of Common Stock which may
be issued and sold pursuant to the underwriters’ option to purchase additional shares described in
the Registration Statement (collectively, the “Shares”).
In arriving at our opinion expressed below, we have examined the Registration Statement and
such other documents as we have deemed necessary to enable us to express the opinion hereinafter
set forth. In addition, we have examined and relied, to the extent we deem proper, on certificates
of officers of the Company as to factual matters, and on the originals or copies certified or
otherwise identified to our satisfaction, of all such corporate records of the Company and such
other instruments and certificates of public officials and other persons as we have deemed
appropriate. In our examination, we have assumed the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents submitted to us as copies,
the genuineness of all signatures on documents reviewed by us and the legal capacity of natural
persons.
This opinion is limited to the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that, the Shares have been duly
authorized and, when issued in accordance with the terms and conditions set forth in the
Registration Statement, will be validly issued, fully paid and non-assessable.
We hereby consent to the references to our firm under the caption “Legal Matters” in the
Registration Statement and to the use of this opinion as an exhibit to the Registration Statement.
In giving this consent, we do not hereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
| Very truly yours, |
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| /s/ McDermott Will & Emery LLP | ||||