EX-5.1 3 c64701mex5-1.txt OPINION OF JOHNSON AND COLMAR LLP EXHIBIT 5.1 November 6, 2001 Board of Directors Stericycle, Inc. 28161 North Keith Drive Lake Forest, Illinois 60045 Re: Registration Statement on Form S-3 Filed Pursuant to Rule 462(b) Gentlemen: We have acted as counsel to Stericycle, Inc. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-3 pursuant to Rule 462(b) (the "Registration Statement") for the registration (Registration No. 333-68622) under the Securities Act of 1933, as amended, of an additional 28,750 shares of the Company's common stock, par value $.01 per share (the "Shares"). As such counsel, we have examined the Registration Statement (including the prospectus which is part of the registration statement incorporated by reference in the Registration Statement), the Company's certificate of incorporation and bylaws, each as amended to date, minutes of meetings and records of proceedings of the Company's Board of Directors and stockholders, and such other matters of fact and questions of law as we have considered necessary to form the basis of our opinion. In the course of this examination, we have assumed the genuineness of all signatures, the authenticity of all documents and certificates submitted to us as originals by representatives of the Company, public officials and third parties, and the conformity to and authenticity of the originals of all documents and certificates submitted to us as copies. On the basis of our examination, we are of the opinion that the Company has duly authorized the issuance of the Shares and that, when issued and delivered to the Underwriters against payment in accordance with the Underwriting Agreement dated as of November 6, 2001, entered into by the Company and Credit Suisse First Boston Corporation, UBS Warburg LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear Stearns & Co. Inc., William Blair & Company, L.L.C., as Board of Directors, Inc. November 6, 2001 Page 2 representatives of the several Underwriters named in Schedule B to the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable. We consent to the use of our opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Johnson and Colmar Johnson and Colmar