EX-5 2 0002.txt EXHIBIT 5 --------- [OGDEN MURPHY WALLACE, PLLC LETTERHEAD] April 11, 2001 Planet Earth Recycling Inc. 435 Martin Street Blaine, Washington 98230 Attn: Board of Directors Re: Registration Statement on Form S-8 of Planet Earth Recycling Inc.; ----------------------------------------------------------------------- Planet Earth Recycling Inc. 2001 Stock Option Plan Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-8 executed by you on April 11, 2001, and to be filed with the Securities and Exchange Commission (the "SEC") in connection with the registration under the Securities Act of 1933, as amended, of Seven Million (7,000,000) shares of your common stock, par value of $.001 per share (the "Common Stock"), which will be issuable under the Planet Earth Recycling Inc. 2001 Stock Option Plan (the "Plan"). As your counsel in connection with the Registration Statement, we have examined the proceedings taken by you in connection with the adoption of the Plan and the authorization of the issuance of the shares of Common Stock under the Plan (the "Plan Shares") and such documents as we have deemed necessary to render this opinion. Based upon the foregoing, it is our opinion that the Plan Shares, when issued and outstanding pursuant to the terms of the Plan, will be validly issued, fully paid and non-assessable shares of Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. Very truly yours, OGDEN MURPHY WALLACE, P.L.L.C. /s/ James L. Vandeberg James L. Vandeberg