Exhibit 5.1



                   Opinion of Shartsis, Friese & Ginsburg LLP


                                January 15, 2002



Waste Connections, Inc.
620 Coolidge Drive, Suite 350
Folsom, California  95630

Ladies and Gentlemen:

        We have acted as counsel for Waste Connections, Inc. (the "Company") in
connection with its Registration Statement on Form S-3 filed on
January 15, 2002, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. The Registration Statement relates to the
contemplated issuance by the Company from time to time of up to $87,433,125
aggregate public offering price of (i) debt securities, which may be either
senior securities (the "Senior Securities") or subordinated securities (the
"Subordinated Securities") (collectively, the "Debt Securities"), and either of
which may be convertible into or exchangeable for shares of the Company's common
stock, $0.01 par value per share (the "Common Stock"), shares of the Company's
preferred stock, $0.01 par value per share (the "Preferred Stock"), or other
Debt Securities; (ii) shares of Preferred Stock, which may be convertible into
shares of Common Stock or another series of Preferred Stock; and (iii) shares of
Common Stock. The Debt Securities, shares of Preferred Stock and shares of
Common Stock are referred to herein as the "Securities."

        The Securities will be sold or delivered from time to time as set forth
in the Registration Statement, amendments thereto, the prospectus contained
therein (the "Prospectus") and supplements to the Prospectus (the "Prospectus
Supplements"). The Senior Securities and the Subordinated Securities will be
issued under indentures (the "Senior Indenture" and the "Subordinated
Indenture," respectively, and collectively, the "Indentures") between the
Company and a trustee (the "Trustee") to be selected by the Company.

        In rendering our opinions herein, we have examined originals or copies
of (i) the Amended and Restated Certificate of Incorporation (the "Certificate
of Incorporation") and the Amended and Restated Bylaws of the Company, (ii) the
Senior Indenture to be entered into by and between the Company and the Trustee,
in the form included as an exhibit to the Registration Statement, (iii) the
Subordinated Indenture to be entered into by and between the Company and the
Trustee, in the form included as an exhibit to the Registration Statement, and
(iv) such other records, agreements, instruments and documents as we have deemed
relevant or necessary as the basis for the opinions hereinafter expressed. We
have assumed, without investigation, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies.

        We have also assumed that (i) the Registration Statement and any
amendments thereto (including post-effective amendments) will have become
effective; (ii) a Prospectus Supplement will have been prepared and filed with
the Securities and Exchange Commission describing the Securities offered
thereby; (iii) all Securities will be issued and sold in compliance with
applicable federal and state securities laws and in the manner described in the
Registration Statement and applicable Prospectus Supplement; (iv) the Senior
Indenture and Subordinated Indenture will be duly authorized, executed and
delivered by the Company and the Trustee (which Trustee will be qualified under
the Trust Indenture Act of 1939, as amended), in substantially the forms
reviewed by us; (v) a definitive purchase, underwriting or similar agreement
with respect to any Securities offered will have been duly authorized and
validly executed and delivered by the Company and the other parties thereto; and
(vi) any Securities issuable upon conversion or exchange of any Security being
offered will have been duly authorized, created and, if appropriate, reserved
for issuance upon such conversion or exchange.

        Based on the foregoing, and subject to the qualifications and
limitations stated herein, it is our opinion that:

        1. When the terms of the issuance and sale of the shares of Common Stock
have been duly approved by the Company's Board of Directors in conformity with
the Certificate of Incorporation, and such shares have been issued and delivered
against payment therefor in an amount in excess of the par value thereof, in
accordance with the applicable definitive purchase, underwriting or similar
agreement and as contemplated in the Registration Statement, and, if issued upon
the conversion or exchange of any Debt






Securities or Preferred Stock, when such shares have been issued and delivered
as contemplated by the terms of the applicable Senior or Subordinated Indenture
or Certificate of Designations, the shares of Common Stock will be duly
authorized, validly issued, fully paid and nonassessable.

        2. Upon the fixing of the designations, relative rights, preferences and
limitations of any series of Preferred Stock by the Company's Board of Directors
and the proper and valid filing with the Office of the Secretary of State of the
State of Delaware of a Certificate of Designations setting forth the powers,
designations, preferences and relative, participating, optional or other rights,
if any, or the qualifications, limitations or restrictions thereof, if any, with
respect to such series of Preferred Stock, all in accordance with the General
Corporation Law of the State of Delaware and in conformity with the Certificate
of Incorporation and upon the approval by the Company's Board of Directors of
the specific terms of the issuance, all necessary corporate action on the part
of the Company will have been taken to authorize the issuance and sale of such
series of Preferred Stock proposed to be sold by the Company, and when such
shares of Preferred Stock are issued and delivered against payment therefor in
an amount in excess of the par value thereof, in accordance with the applicable
definitive purchase, underwriting or similar agreement and as contemplated in
the Registration Statement, and, if issued upon the conversion or exchange of
any Debt Securities, issued and delivered as contemplated by the terms of the
applicable Senior or Subordinated Indenture, such shares of Preferred Stock will
be duly authorized, validly issued, fully paid and nonassessable.

        3. When (a) the terms of the Senior Securities and their issue and sale
have been duly established in conformity with the Senior Indenture so as not to
violate any applicable law, agreement or instrument then binding on the Company
or any requirement or restriction imposed on the Company by any court or
governmental body having jurisdiction over the Company, (b) the Senior
Securities have been duly executed, authenticated, issued and delivered as
contemplated in the Registration Statement and in accordance with the terms of
the Senior Indenture and the applicable definitive purchase, underwriting or
similar agreement upon payment of the consideration provided for therein, and
(c) the Senior Securities, if issued upon the conversion or exchange of any
other Debt Securities, have been issued and delivered as contemplated by the
terms of the applicable Indenture relating to such other Debt Securities, the
Senior Securities will be legally issued and will constitute valid and binding
obligations of the Company, subject to bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other laws now or hereafter in effect
affecting creditors' rights generally, and subject to general principles of
equity (including, without limitation, standards of materiality, good faith,
fair dealing and reasonableness), whether considered in a proceeding in equity
or at law.

        4. When (a) the terms of the Subordinated Securities and their issue and
sale have been duly established in conformity with the Subordinated Indenture so
as not to violate any applicable law, agreement or instrument then binding on
the Company or any requirement or restriction imposed on the Company by any
court or governmental body having jurisdiction over the Company, (b) the
Subordinated Securities have been duly executed, authenticated, issued and
delivered as contemplated in the Registration Statement and in accordance with
the terms of the Subordinated Indenture and the applicable definitive purchase,
underwriting or similar agreement upon payment of the consideration provided for
therein, and (c) the Subordinated Securities, if issued upon the conversion or
exchange of any other Debt Securities, have been issued and delivered as
contemplated by the terms of the applicable Indenture relating to such other
Debt Securities, the Subordinated Securities will be legally issued and will
constitute valid and binding obligations of the Company, subject to bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other laws now or
hereafter in effect affecting creditors' rights generally, and subject to
general principles of equity (including, without limitation, standards of
materiality, good faith, fair dealing and reasonableness), whether considered in
a proceeding in equity or at law.

        We are qualified to practice law only in the State of California. We are
not qualified and do not express any opinion herein as to the laws of any other
jurisdiction, except the federal laws of the United States and, to the extent
required by the foregoing opinion, the Delaware General Corporation Law.
Otherwise, to the extent this opinion deals with matters governed by or relating
to the laws of any state other than California, we have assumed that such laws
are identical to the internal substantive laws of the State of California.

        We express no opinion as to the legality, validity, binding effect or
enforceability of any provision of the Debt Securities or the Indentures
providing for payments thereunder in a currency other than currency of the
United States of America to the extent that a court of competent jurisdiction
will under applicable law convert any judgment rendered in such other currency
into currency of the United States of America or to the extent that payment in a
currency other than currency of the United States of America is contrary to
applicable law.

        We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name whenever it appears in the Registration Statement, including the
Prospectus and any Prospectus Supplement constituting a part thereof, as
originally filed or as subsequently amended.






                                        Very truly yours,

                                        SHARTSIS, FRIESE & GINSBURG LLP


                                        By
                                             -----------------------------------
                                             Robert D. Evans, Esq.



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