Exhibit 5.1
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ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS
77002-4995
TEL +1
713.229.1234
FAX +1
713.229.1522
www.bakerbotts.com
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AUSTIN
BEIJING
DALLAS
DUBAI
HONG KONG
HOUSTON
LONDON
MOSCOW
NEW YORK
RIYADH
WASHINGTON
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March 5, 2008
Waste Management, Inc.
Waste Management Holdings, Inc.
1001 Fannin Street, Suite 4000
Houston, Texas 77002
Ladies and Gentlemen:
Waste Management, Inc., a Delaware corporation (the “Company”), and Waste Management Holdings,
Inc., a Delaware corporation (“Holdings”), have engaged us to render the opinions expressed below
in connection with the Company’s proposed issuance of
$600,000,000 principal amount of 6.10%
Senior Notes due 2018 (the “Notes”) and the issuance of the related guarantees of the Notes by
Holdings (the “Guarantees”), as contemplated by the Registration Statement on Form S-3
(Registration No. 333-137526), as amended by Post-Effective Amendment No. 1 (the “Registration
Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Act”), relating to the offering of securities of the
Company and of Holdings from time to time pursuant to Rule 415 under the Act.
The Registration Statement has been filed with the Commission and became effective upon
filing. The Company’s prospectus dated September 22, 2006
and prospectus supplement dated March 3, 2008 relating to the Notes (collectively, the “Prospectus”) have been filed with the Commission
pursuant to Rule 424(b) under the Act.
The Company and Holdings entered into an Underwriting Agreement (the “Underwriting
Agreement”), dated March 3, 2008, with Banc of America Securities LLC, Greenwich Capital
Markets, Inc. and J.P. Morgan Securities Inc., as representatives of the underwriters named therein
(the “Underwriters”), relating to the issuance and sale by the Company to the Underwriters of
$600,000,000 aggregate principal amount of the Notes to be issued pursuant to an Indenture (the
“Indenture”) dated as of September 10, 1997 between the Company, formerly known as USA Waste
Services, Inc., and The Bank of New York Trust Company, N. A., as successor to Texas Commerce Bank
National Association, as trustee (the “Trustee”).
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| Waste Management, Inc.
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March 5, 2008 |
In our capacity as counsel to the Company and Holdings in connection with the matters referred
to above, we have examined the following: (i) the Second Amended and Restated Certificate of
Incorporation and the Bylaws of the Company, each as amended to date; (ii) the Certificate of
Incorporation and Bylaws of Holdings, each as amended to date; (iii) the Indenture; (iv) the
Guarantee to be entered into by Holdings in favor of the holders of the Notes concurrently with the
issuance of the Notes under the Indenture (the “Guarantee Agreement”); (v) the Underwriting
Agreement; (vi) the Registration Statement and the Prospectus; and (vii) originals, or copies
certified or otherwise identified, of corporate records of the Company and Holdings, certificates
of public officials and of representatives of the Company and Holdings, statutes and other
instruments and documents as a basis for the opinions hereinafter expressed. We have relied upon
certificates of officers of the Company and Holdings and of public officials with respect to the
accuracy of the material factual matters contained in such certificates. In making our
examination, we have assumed that all signatures on documents examined by us are genuine, all
documents submitted to us as originals are authentic and all documents submitted to us as certified
or photostatic copies conformed with the originals of such documents.
In connection with this opinion, we have assumed that the Notes will be issued and sold in
compliance with applicable federal and state securities laws and in the manner stated in the
Registration Statement and the Prospectus.
On the basis of the foregoing, and subject to the assumptions, limitations and qualifications
set forth herein, we are of the opinion that (i) the Notes will, when they have been duly
authorized, executed, authenticated, issued and delivered in accordance with the provisions of the
Indenture and duly purchased and paid for in accordance with the terms of the Underwriting
Agreement, constitute legal, valid and binding obligations of the Company enforceable against it in
accordance with their terms, except to the extent that the enforceability thereof may be limited by
bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other laws relating to
or affecting creditors’ rights generally and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law) and (ii) the Guarantees will,
when Holdings has duly authorized, executed and delivered the Guarantee Agreement and the Notes
have been duly authorized, executed, authenticated, issued and delivered in accordance with the
provisions of the Indenture and duly purchased and paid for in accordance with the terms of the
Underwriting Agreement, constitute legal, valid and binding obligations of Holdings enforceable
against it in accordance with their terms, except to the extent that the enforceability thereof may
be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other
laws relating to or affecting creditors’ rights generally and by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity or at law).
The opinions set forth above are limited in all respects to matters of the General Corporation
Law of the State of Delaware, the contract law of the State of New York, and applicable federal
laws of the United States, each as currently in effect.
We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Current
Report on Form 8-K dated March 3, 2008 and to the incorporation by reference of this opinion of counsel into the
Registration Statement. We also consent to the reference to our Firm under the heading “Legal
