Exhibit 5 CONNER & WINTERS P.C. ATTORNEYS & COUNSELORS AT LAW Conner & Winters, P.C. 1700 One Leadership Square 211 North Robinson Oklahoma City, Oklahoma 73102 7101 405-272-5711 Fax 405-232-2695 www.cwlaw.com ----------- Writer's Direct Number 405-272-5718 Writer's E-mail Address mbennett@cwlaw.com
OKLAHOMA CITY D. Richard Funk Mark D. Berman OF COUNSEL EMERITUS Randolph L. Jones, Jr. Katherine G. Coyle Irwin H. Steinhorn P. David Newsome, Jr. Rebecca S. Woodward John E. Barry John W. Funk J. Ronald Petrikin Beverly K. Smith James R. Ryan Jared D. Giddens Larry B. Lipe Melodie Freeman-Burney Russell H. Harbaugh, Jr. Kiran A. Phansalkar James E. Green, Jr. R. Richard Love, III David O. Cordell Mitchell D. Blackburn Martin R. Wing Robert D. James Mark H. Bennett John W. Ingraham Stephen R. Ward NORTHWEST ARKANSAS Bryan J. Wells Andrew R. Turner Jeffrey R. Schoborg Laura L. McCasland Gentra Abbey Sorem Anne B. Sublett John R. Elrod* John E. Gatliff II R. Kevin Redwine Katy Day Inhofe Greg S. Scharlau Justin T. King Tony W. Haynie J. Ryan Sacra Terri Dill Chadick J. Dillon Curran Bruce W. Freeman Jason S. Taylor Vicki Bronson* David R. Cordell Julia Forrester-Sellers Todd P. Lewis* OF COUNSEL John N. Hove Melinda L. Kirk C. Raymond Patton, Jr. P. Bradley Bendure OF COUNSEL Peter B. Bradford Paul E. Braden Cara M. Hair Shelia M. Darling Robert J. Melgaard Alissa A. Hurley Charles E. Scharlau* P. Scott Hathaway Heather Holt Bilderback TULSA Lawrence A. Hall P. Joshua Wisley SANTA FE Timothy T. Trump Heather D. Flynn Henry G. Will Mark E. Dreyer OF COUNSEL Joseph J. McCain, Jr. Nancy E. Vaughn OF COUNSEL Lynnwood R. Moore, Jr. Gregory D. Renberg Douglas M. Rather Robert A. Curry William G. von Glahn Steven W. McGrath Bob F. McCoy -------------- Benjamin C. Conner 1879-1963 John M. Winters, Jr. 1901-1989 *Not Admitted in Oklahoma
December 5, 2003 Perma-Fix Environmental Services, Inc. 1940 Northwest 67th Place Gainesville, Florida 32606 Re: Perma-Fix Environmental Services, Inc.; Form S-8 Registration Statement; 2003 Outside Directors Stock Plan and 2003 Employee Stock Purchase Plan; Our File No. 7034.1 Gentlemen: We are delivering this opinion to you in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of the Registration Statement on Form S-8 (the "Registration Statement") of Perma-Fix Environmental Services, Inc., a Delaware corporation (the "Company"), for the registration of (a) 1,000,000 shares of the Company's Common Stock, $.001 par value (the "Common Stock"), issuable by the Company pursuant to the Company's 2003 Outside Directors Stock Plan (the "Directors Plan"), and (b) 1,500,000 shares of Common Stock issuable by the Company pursuant to the Company's 2003 Employee Stock Purchase Plan (the "Employee Plan") from time to time to employees of the Company and its subsidiaries. In connection with this opinion, the undersigned has examined and relied upon such corporate records, certificates, other documents and questions of law, as we have considered necessary or appropriate for the purposes of this opinion, including, but not limited to, the following: (a) the Company's Restated Certificate of Incorporation, as amended; (b) the Company's Bylaws; (c) the Directors Plan; Perma-Fix Environmental Services, Inc. December 5, 2003 Page 2 (d) the Employee Plan; (e) Resolutions of the Board of Directors of the Company, dated December 1, 2003; (f) Certificate of Good Standing of the State of Delaware, dated December 1, 2003, as to the good standing of the Company; and (g) the Registration Statement. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all persons, the authenticity of all documents submitted as originals, the conformity with the original documents of all documents submitted as certified or photostatic copies, and the authenticity of the originals of such copies. We have further assumed that each recipient of shares of the Company's Common Stock under the Directors Plan and the Employee Plan is eligible to participate in the Directors Plan or the Employee Plan, as applicable, and that any shares of the Company's Common Stock to be issued pursuant to the Directors Plan and the Employee Plan will have been registered in accordance with the Act, absent the application of an exemption from registration, prior to the issuance of such shares. In reliance upon, and based on, such examination and review, we are of the opinion that (a) the 1,000,000 shares of Common Stock issuable pursuant to the Directors Plan will constitute, when issued pursuant to the terms of such Directors Plan, duly authorized, validly issued, fully paid and nonassessable shares of Common Stock of the Company and (b) the 1,500,000 shares of Common Stock issuable under the Employee Plan will constitute, when issued pursuant to the terms of such Employee Plan, duly authorized, validly issued, fully paid and nonassessable shares of Common Stock of the Company . We hereby consent to the filing of this opinion as Exhibit 5 to said Registration Statement. Very truly yours, CONNER & WINTERS, P.C. /s/ Conner & Winters, P.C.