Attached files
Exhibit 5.1
Meridian
Waste Solutions, Inc.
12540
Broadwell Road, Suite 2104
Milton,
GA 30004
Re: Registration Statement
on Form S-1
Gentlemen:
We have
acted as counsel to you, Meridian Waste Solutions, Inc., a New York
corporation, (the “Company”) in connection with the
Company’s Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (the “Commission”)
pursuant to the Securities Act of 1933, as amended (the
“Securities Act”) (File No. 333-213579) (the
“Registration Statement”) with respect to (i) up to
2,251,656 Units (“Units”), with each Unit
consisting of one share of the Company’s common stock, $0.025
par value (“Common Stock”), and one warrant to purchase
one share of the Common Stock (“Warrant”); (ii) up to
337,748 Units for which the underwriters have been
granted an over-allotment option (the “Over-Allotment
Units”); (iii) all shares of Common Stock issued as part of
the Units and the Over-Allotment Units (“Unit Shares”);
(iv) all Warrants issued as part of the Units and the
Over-Allotment Units (“Unit Warrants”); and (v) all
shares of Common Stock issuable upon exercise of the Unit Warrants
(“Warrant Shares” and, collectively with the Unit
Shares, the “Shares”). This opinion is being furnished
in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Securities Act.
In
connection with this opinion, we have examined the originals or
copies certified or otherwise identified to our satisfaction of the
following: (a) Certificate of Incorporation of the Company, as
amended to date, (b) By-laws of the Company, as amended to date,
and (c) the Registration Statement and all exhibits thereto. In
addition to the foregoing, we also have relied as to matters of
fact upon the representations made by the Company and its
representatives and we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all
documents submitted to us certified or photostatic
copies.
Based
upon the foregoing and in reliance thereon, and subject to the
qualifications, limitations, exceptions and assumptions set forth
herein, we are of the opinion that, having been issued and sold in
exchange for payment in full to the Company of all consideration
required therefor as applicable, and as described in the
Registration Statement:
(1)
The
Units and the Unit Shares are validly issued, fully paid and
non-assessable;
(2)
The
Unit Warrants constitute valid and binding obligations of the
Company enforceable against the Company in accordance with their
terms; and
(3)
The
Warrant Shares, when issued upon exercise of the Warrants in the
manner and on the terms described in the Registration Statement and
the Warrants, including receipt of the requisite consideration set
forth therein, will be duly authorized, validly issued, fully paid
and non-assessable.
The
opinion expressed herein is limited to the laws of the State of New
York, including the Constitution of the State of New York, all
applicable provisions of the statutory provisions, and reported
judicial decisions interpreting those laws. This opinion is limited
to the laws in effect as of the date the Registration Statement is
declared effective by the Commission and is provided exclusively in
connection with the public offering contemplated by the
Registration Statement.
This
opinion letter speaks only as of the date hereof and we assume no
obligation to update or supplement this opinion letter if any
applicable laws change after the date of this opinion letter or if
we become aware after the date of this opinion letter of any facts,
whether existing before or arising after the date hereof, that
might change the opinions expressed above.
This
opinion letter is furnished in connection with the filing of the
Registration Statement and may not be relied upon for any other
purpose without our prior written consent in each instance.
Further, no portion of this letter may be quoted, circulated or
referred to in any other document for any other purpose without our
prior written consent.
We
hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and to the use of our name
as it appears in the Prospectus included in the Registration
Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the
Commission promulgated thereunder. This opinion is expressed as of
the date hereof unless otherwise expressly stated, and we disclaim
any undertaking to advise you of any subsequent changes in the
facts stated or assumed herein or of any subsequent changes in
applicable laws.
|
|
Very
Truly Yours,
/s/ Lucosky Brookman LLP
Lucosky
Brookman LLP
|