EX-5.1 2 a19-27499_1ex5d1.htm EX-5.1

Exhibit 5.1

 

 

Cira Centre
2929 Arch Street
Philadelphia, PA  19104-2808
+1  215  994  4000  Main
+1  215  994  2222  Fax
www.dechert.com

 

January 6, 2020

 

US Ecology, Inc.

101 S. Capitol Blvd. Suite 1000

Boise, Idaho 83702

 

Re:          Registration Statement on Form S-3

 

Gentlemen and Ladies:

 

We have acted as special counsel to US Ecology, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-3 (the “Registration Statement”) filed today with the U.S. Securities and Exchange Commission (the “Commission”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”) of 5,440,798 shares of common stock, par value $0.01 per share, of the Company to be sold by the selling stockholders named in the Registration Statement (the “Shares”).

 

This opinion letter is being furnished to the Company in accordance with the requirements of Item 601(b)(5) under Regulation S-K of the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the validity of the Shares as set forth below.

 

As such counsel, we have made such legal and factual examination and inquiry as we have deemed necessary for the rendering of this opinion.  With your consent, we have relied upon certificates and other assurances of officers of the Company as to factual matters without having independently verified such factual matters.  In making our examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to all authentic original documents submitted to us as copies, the legal capacity of natural persons who are signatories to the documents examined by us, and the legal power and authority of all persons signing on behalf of the parties to all documents (other than the Company).

 

On the basis of the foregoing and subject to the assumptions, qualifications and limitations set forth in this letter, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.

 

We are members of the bar of the State of New York, and the foregoing opinions are limited to the General Corporation Law of the State of Delaware.

 


 

This opinion letter has been prepared for your use solely in connection with the Registration Statement.  We assume no obligation to advise you of any changes in the foregoing subsequent to the effectiveness of the Registration Statement.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus contained therein, under the caption “Legal Matters.”  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

/s/ Dechert LLP

 

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