EX-5.1 3 c74247a1exv5w1.txt OPINION/CONSENT OF JOHNSON AND COLMAR EXHIBIT 5.1 [Letterhead] January 29, 2003 Board of Directors Stericycle, Inc. 28161 North Keith Drive Deerfield, Illinois 60045 Re: Registration Statement on Form S-3 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 (the "Registration Statement") for the registration under the Securities Act of 1933, as amended, of 438,063 shares of the Company's Common Stock, par value $.01 per share (the "Shares") As such counsel, we have examined the Registration Statement, the Company's certificate of incorporation and by-laws, 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 and issued the Shares, and that the Shares are validly issued, fully paid and nonassessable. We consent both to the use of our name in the paragraph under the caption "Legal Matters" in the prospectus forming part of the Registration Statement, and to the use of our opinion as an exhibit to the Registration Statement. Very truly yours, /s/ JOHNSON AND COLMAR JOHNSON AND COLMAR