August 5, 2002
Perma-Fix Environmental Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32653
Re: Perma-Fix Environmental Services, Inc.; Amendment No. 1 to Form S-3
Registration Statement, File No. 333-70676; Registering 18,274,221 Shares
of Common Stock; Our File No. 7034.49
Ladies and Gentlemen:
We have acted as special counsel to Perma-Fix Environmental Services, Inc. (the "Company") in connection with the preparation of Amendment No. 1 to the Form S-3 Registration Statement (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). The Registration Statement includes 18,274,221 shares of the Company's common stock, par value $.001 per share (the "Common Stock"), to be reoffered or resold from time to time by certain Selling Stockholders (as defined in the Registration Statement).
The 18,274,221 shares of Common Stock included in the Registration Statement consist of the following:
(a) 4,352,893 shares (the "Unit Warrant Shares") that are issuable by the
Company
upon the exercise of the following warrants (collectively, the
"Unit Warrants"),
each having an exercise price of $1.75 per share, issued
to certain subscribers
under the Company's private placement described under the
Confidential Private
Placement
Memorandum, dated April 6, 2001, as
amended (the "Private Placement"):
* 143,000 shares issuable to David Avital under a warrant, dated
July 30, 2001;
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August 5, 2002
Page 2
* 798,332 shares of the 842,995 shares issuable under a warrant,
dated
July 30, 2001, to Capital Bank, as agent for the individuals
and entities
identified under Capital Bank's name in the Selling
Stockholders table
included in the Registration Statement;
* 85,715 shares issuable to the CICI 1999 Qualified Annuity Trust
under
a warrant, dated July 30, 2001;
* 85,715 shares issuable to Gerald D. Cramer under a warrant, dated
July 30, 2001;
* 200,000 shares issuable to the CRM 1999 Fund 3 under a warrant,
dated
July 30, 2001;
* 57,143 shares issuable to Craig S. Eckenthal under a warrant, dated
July 30, 2001;
* 250,000 shares issuable to the Danny Ellis Living Trust under a
warrant,
dated July 30, 2001;
* 571,428 shares issuable to Europa International, Inc. under a
warrant,
dated July 30, 2001;
* 28,571 shares issuable to Harvey Gelfenbein under a warrant, dated
July 30, 2001;
* 285,715 shares issuable to A. C. Israel Enterprises under a warrant,
dated July 30, 2001;
* 40,000 shares issuable to Kuekenhof Partners, L.P. under a
warrant,
dated July 30, 2001;
* 60,000 shares issuable to Kuekenhof Equity Fund, L.P. under a
warrant, dated July 30, 2001;
* 571,429 shares issuable to Jack Lahav under a warrant, dated
July 30, 2001;
* 28,571 shares issuable to Joseph LaMotta under a warrant, dated
July 30, 2001;
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August 5, 2002
Page 3
* 28,571 shares issuable to Jay B. Langner under a warrant, dated
July 30, 2001;
* 42,857 shares issuable to The F. M. Grandchildren Trust under a
warrant,
dated July 30, 2001;
* 228,571 shares issuable to Mathers Associates under a warrant,
dated
July 30, 2001;
* 115,000 shares issuable to Peter Melhado under a warrant, dated
July 30, 2001;
* 42,857 shares issuable to Pamela Equities Corp. under a warrant,
dated
July 30, 2001;
* 143,000 shares issuable to Josef Paradis under a warrant, dated
July 30, 2001;
* 57,143 shares issuable to Readington Associates under a warrant,
dated
July 30, 2001;
* 225,000 shares issuable to Dr. Ralph Richart under a warrant, dated
July 30, 2001;
* 28,571 shares issuable to Edward J. Rosenthal Profit Sharing Plan
under
a warrant, dated July 30, 2001;
* 85,714 shares issuable to Yariv Sapir IRA under a warrant, dated
July 30, 2001; and
* 150,000 shares issuable to Bruce Wrobel under a warrant, dated
July 30, 2001;
(b) 1,281,731 shares (the "Note Warrant Shares") that are issuable upon the exercise
of the following warrants (collectively, the "Note Warrants") issued in connection
with the sale by the Company of its 13.50% Senior Subordinated Notes, due
July 31, 2006 pursuant to the Note and Warrant Purchase Agreement, dated
July 31, 2001:
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Page 4
* 712,073 shares issuable at an exercise price of $1.4572 to Associated
Mezzanine Investors-PESI (I), L.P. upon the exercise of a warrant, dated
July 31, 2001; and
(c) 817,148 shares (the "BHC Shares") that are issuable to BHC Interim Funding,
L.P.
at an exercise price of $1.4578 per share upon the exercise of a warrant,
dated
January 31, 2001 (the "BHC Warrant");
(d) 625,000 shares (the "Capital Exchange Warrant Shares") that are issuable to
Herbert
Strauss at an exercise price of $1.75 per share upon the exercise of a
warrant, dated
July 9, 2001 (the "Capital Exchange Warrant");
(e) 1,741,926 shares (the "Exchange Warrant Shares") of the 1,839,405 shares that are
issuable to Capital Bank, as agent, at an exercise price of $1.75 per share upon the
exercise of a warrant, dated July 9, 2001 (the "Exchange Warrant");
(f) 610,000 shares (the "National Shares") that are issuable upon exercise of the
following
warrants held by National Securities Corporation ("National") or the
assignees of
National (collectively, the "National Warrants"):
* 20,000 shares issuable at an exercise price of $1.75 per share to National
upon the exercise of a Common Stock Purchase Warrant, dated June 1,
2001;
* 113,000 shares issuable at an exercise price of $1.75 per share to Princeton
Avenue Capital Partners, LLC upon the exercise of a Common Stock
Purchase Warrant Certificate, dated July 30,
2002, as a result of an assignment
by
National of a portion of the original National Warrants;
* 72,000 shares issuable at an exercise price of $1.50 per share to Princeton
Avenue Capital Partners, LLC upon the exercise of a Common Stock
Purchase Warrant Certificate, dated July 30,
2002, as a result of an
assignment
by National of a portion of the original National Warrants;
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* 114,000 shares issuable at an exercise price of $1.75 per share to Catalyst
Venture Capital, LLC upon the exercise of a Common Stock Purchase
Warrant Certificate, dated July 30,
2002, as a result of an assignment by
National
of a portion of the National Warrants;
* 113,000 shares issuable at an exercise price of $1.75 per share to Michael
Bergin upon the exercise of a Common Stock Purchase Warrant Certificate,
dated July 30,
2002, as a result of an assignment by National of a portion
of
the National Warrants;
* 71,500 shares issuable at an exercise price of $1.50 per share to Michael
Bergin upon the exercise of a Common Stock Purchase Warrant Certificate,
dated July 30,
2002, as a result of an assignment by National of a portion
of
the National Warrants;
* 10,000 shares issuable at an exercise price of $1.50 per share to Carl
Leschinski
upon the exercise of a Common Stock Purchase Warrant
Certificate, dated
July 30,
2002, as a result of an assignment by National of a portion of the
National
Warrants;
* 7,000 shares issuable at an exercise price of $1.50 per share to Charlie
Giaimo
upon the exercise of a Common Stock Purchase Warrant
Certificate, dated
July 30,
2002, as a result of an assignment by National of a portion of the
National
Warrants;
* 1,500 shares issuable at an exercise price of $1.50 per share to Scott
Wheeler
upon the exercise a Common Stock Purchase Warrant Certificate,
dated
July 30,
2002, as a result of an assignment by National of a portion of the
National
Warrants;
* 13,000 shares issuable at an exercise price of $1.50 per share to Rocco
LaVista upon the exercise of a Common Stock Purchase Warrant
Certificate,
dated July 30,
2002, as a result of an assignment by National of a portion
of
the National Warrants; and
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Page 6
* 1,000 shares issuable at an exercise price of $1.50 per share to Michael
DiDonna upon the exercise of a Common Stock Purchase Warrant
Certificate, dated July 30,
2002, as a result of an assignment by National
of
a portion of the National Warrants;
(g) 806,908 shares (the "Strategic Shares") that are issuable to Strategic Growth International, Inc. upon exercise of the following warrants (collectively, the "Strategic Warrants"):
* 240,000 shares issuable at an exercise price of $1.40 per share under a
Common
Stock Purchase Warrant, dated April 1, 1999;
* 213,888 shares issuable at an exercise price of $1.44 per share under a
Common
Stock Purchase Warrant, dated December 22, 2000;
* 34,028 shares issuable at an exercise price of $1.44 per share under a
Common
Stock Purchase Warrant, dated February 1, 2001;
* 24,305 shares issuable at an exercise price of $1.44 per share under a
Common
Stock Purchase Warrant, dated March 9, 2001; and
* 54,687 shares issuable at an exercise price of $1.44 per share under a
Common
Stock Purchase Warrant, dated July 31, 2001;
(h) 892,275 shares (the "Ryan Beck Shares") which are issuable upon exercise of the
following warrants (collectively, the "Ryan Beck Warrants"):
* 20,625 shares issuable at an exercise price of $1.44 per share to Michael
Kollender under a Warrant Agreement, dated January 25,
2000, as a result
of
an assignment by Ryan Beck;
* 20,625 shares issuable at an exercise price of $1.44 per share to Randy
Rock
under a Warrant Agreement, dated January 25,
2000, as a result of an
assignment
by Ryan Beck;
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* 213,889 shares issuable at an exercise price of $1.44 per share to Ryan
Beck
under Warrants, dated December 22, 2000;
* 26,737 shares issuable at an exercise price of $1.44 per share to Ryan Beck
under Warrants, dated December 22, 2000;
* 147,048 shares issuable at an exercise price of $1.44 per share to Michael
Kollender under Warrants, dated December 22,
2000, as a result of an
assignment
by Ryan Beck;
* 147,048 shares issuable at an exercise price of $1.44 per share to Randy
Rock
under Warrants, dated December 22,
2000, as a result of an assignment by
Ryan
Beck;
* 4,253 shares issuable at an exercise price of $1.44 per share to Ryan Beck
under a Warrant Agreement, dated January 31, 2001;
* 23,394 shares issuable at an exercise price of $1.44 per share to Michael
Kollender under a Warrant Agreement, dated January 31,
2001, as a result
of
an assignment by Ryan Beck;
* 23,394 shares issuable at an exercise price of $1.44 per share to Randy
Rock
under a Warrant Agreement, dated January 31,
2001, as a result of an
assignment
by Ryan Beck;
* 24,306 shares issuable at an exercise price of $1.44 per share to Ryan Beck
under a Warrant Agreement, dated March 9, 2001;
* 3,038 shares issuable at an exercise price of $1.44 per share to Ryan Beck
under a Warrant Agreement, dated March 9,
2001;
* 16,710 shares issuable at an exercise price of $1.44 per share to Michael
Kollender under a Warrant Agreement, dated March 9,
2001, as a result
of
an assignment by Ryan Beck;
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* 16,710 shares issuable at an exercise price of $1.44 per share to Randy
Rock
under a Warrant Agreement, dated March 9,
2001, as a result of an
assignment
by Ryan Beck;
* 6,836 shares issuable at an exercise price of $1.44 per share to Ryan Beck
under a Warrant Agreement, dated July 31, 2001;
* 54,688 shares issuable at an exercise price of $1.44 per share to Ryan Beck
under a Warrant Agreement, dated July 31, 2001;
* 37,598 shares issuable at an exercise price of $1.44 per share to Michael
Kollender under a Warrant Agreement, dated July 31,
2001, as a result
of
an assignment by Ryan Beck; and
* 37,598 shares issuable at an exercise price of $1.44 per share to Randy
Rock
under a Warrant Agreement, dated July 31,
2001, as a result of an assignment
by
Ryan Beck;
(i) 892,275 shares (the "Larkspur Shares") which are issuable upon exercise of the
following warrants (collectively, the "Larkspur Warrants"):
* 23,000 shares issuable at an exercise price of $1.44 per share to Paul
Cronson
under a Warrant Agreement, dated January 25,
2000, as a result of an
assignment
from Larkspur;
* 6,000 shares issuable at an exercise price of $1.44 per share to Meera
Murdeshwar under a Warrant Agreement, dated January 25,
2000, as a
result
of an assignment from Larkspur;
* 1,500 shares issuable at an exercise price of $1.44 per share to the Kelsey
Ann
Goodwin Trust under a Warrant Agreement, dated January 25,
2000, as a result
of
an assignment from Larkspur;
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Page 9
* 1,500 shares issuable at an exercise price of $1.44 per share to the
Christopher
Todd Goodwin Trust under a Warrant Agreement, dated
January 25, 2000,
as
a result of an assignment from Larkspur;
* 166,907 shares issuable at an exercise price of $1.44 per share to Robert
Goodwin
under a Warrant Agreement, dated December 22,
2000, as a result of an
assignment
from Larkspur;
* 169,908 shares issuable at an exercise price of $1.44 per share to Robert
C.
Mayer, Jr. under a Warrant Agreement, dated December 22,
2000, as a result
of
an assignment from Larkspur;
* 169,907 shares issuable at an exercise price of $1.44 per share to Paul
Cronson
under a Warrant Agreement, dated December 22,
2000, as a result of an
assignment
from Larkspur;
* 25,000 shares issuable at an exercise price of $1.44 per share to Meera
Murdeshwar under a Warrant Agreement, dated December 22,
2000, as a
result of an assignment from Larkspur;
* 1,500 shares issuable at an exercise price of $1.44 per share to the Kelsey
Ann
Goodwin Trust under a Warrant Agreement, dated December 22,
2000, as a
result
of an assignment from Larkspur;
* 1,500 shares issuable at an exercise price of $1.44 per share to the
Christopher
Todd Goodwin Trust under a Warrant Agreement, dated
December 22, 2000,
as
a result of an assignment from Larkspur;
* 26,690 shares issuable at an exercise price of $1.44 per share to Robert
Goodwin
under a Warrant Agreement, dated January 31,
2001, as a result of an assignment
from
Larkspur;
* 26,690 shares issuable at an exercise price of $1.44 per share to Paul
Cronson
under a Warrant Agreement, dated January 31,
2001, as a result of an
assignment
from Larkspur;
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August 5, 2002
Page 10
* 5,000 shares issuable at an exercise price of $1.44 per share to Meera
Murdeshwar under a Warrant Agreement, dated January 31,
2001, as a result
of
an assignment from Larkspur;
* 19,255 shares issuable at an exercise price of $1.44 per share to Robert
Goodwin
under a Warrant Agreement, dated March 9,
2001, as a result
of
an assignment from Larkspur;
* 19,255 shares issuable at an exercise price of $1.44 per share to Robert C.
Mayer, Jr. under a Warrant Agreement, dated March 9,
2001, as a result
of
an assignment from Larkspur;
* 19,254 shares issuable at an exercise price of $1.44 per share to Paul
Cronson
under a Warrant Agreement, dated March 9,
2001, as a result of an assignment
from
Larkspur;
* 3,000 shares issuable at an exercise price of $1.44 per share to Meera
Murdeshwar under a Warrant Agreement, dated March 9,
2001, as a result
of
an assignment from Larkspur;
* 43,294 shares issuable at an exercise price of $1.44 per share to Robert
Goodwin
under a Warrant Agreement, dated July 31,
2001, as a result of an assignment
from
Larkspur;
* 43,294 shares issuable at an exercise price of $1.44 per share to Robert C.
Mayer, Jr. under a Warrant Agreement, dated July 31,
2001, as a result
of
an assignment from Larkspur;
* 43,295 shares issuable at an exercise price of $1.44 per share to Paul
Cronson
under a Warrant Agreement, dated July 31,
2001, as a result of an assignment
from
Larkspur; and
* 6,837 shares issuable at an exercise price of $1.44 per share to Meera
Murdeshwar under a Warrant Agreement, dated July 31,
2001, as a result
of
an assignment from Larkspur;
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(j) 108,000 shares (the "Placement Agent Shares") which are issuable upon exercise
of
the following warrants (collectively, the "Placement Agent Warrants"):
* 6,333
shares issuable to Robert C. Mayer, Jr. at an exercise price of $1.75
to
Larkspur under a Stock Purchase Warrant, dated July 17, 2002, as a
result
of an assignment of a portion of the Placement Agent Warrant from
Larkspur;
* 1,266
shares issuable to Paul Cronson at an exercise price of $1.75 to Larkspur
under
a Stock Purchase Warrant, dated July 17, 2002, as a result of an
assignment
of a portion of the Placement Agent Warrant from Larkspur;
Perma-Fix Environmental Services, Inc.
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Page 12
* 6,333
shares issuable to Paul Cronson at an exercise price of $1.75 to Larkspur
under
a Stock Purchase Warrant, dated July, 2002, as a result of an
assignment
of a portion of the Placement Agent Warrant from Larkspur;
* 200
shares issuable to Meera Murdeshwar at an exercise price of $1.75 to
Larkspur
under a Stock Purchase Warrant, dated July 17, 2002, as a result of
an
assignment of a portion of the Placement Agent Warrant from Larkspur;
* 1,000
shares issuable to Meera Murdeshwar at an exercise price of $1.75 to
Larkspur
under a Stock Purchase Warrant, dated June 26, 2002, as a result of
an
assignment of a portion of the Placement Agent Warrant from Larkspur;
* 6,334
shares issuable to Robert L. Goodwin at an exercise price of $1.75 to
Larkspur
under a Stock Purchase Warrant, dated June 26, 2002, as a result of
an
assignment of a portion of the Placement Agent Warrant from Larkspur;
* 40,000 shares issuable at an exercise price of $1.75 per share to National
under a Common Stock Purchase Warrant, dated July 30, 2001; and
* 20,000 shares issuable to Associated Mezzanine Investors, L.P. under a
Common
Stock Purchase Warrant, dated July 30,
2002, as a result of an assignment of a
portion
of the Placement Agent Warrants from each of Ryan Beck and Larkspur.
(k) 1,793,178 shares (the "Exchange Shares") of the 1,893,505 shares issued to
Capital
Bank, as agent, pursuant to the terms of the Debt-For-Stock Exchange
Agreement, dated
July 9, 2001 (the "Exchange Agreement") as partial
consideration of the transactions
contemplated under the Exchange Agreement;
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Page 13
(l) 4,352,893 shares (the "Unit Shares") issued to the following subscribers under the
Company's Private Placement:
* 143,000 shares issued to David Avital;
* 798,322 shares issued to Capital Bank, as agent for the individuals
and entities
identified under Capital Bank's name in the Selling
Stockholders table included
in the Registration Statement;
* 85,715 shares issued to the CICI 1999 Qualified Annuity Trust;
* 85,715 shares issued to Gerald D. Cramer;
* 200,000 shares issued to the CRM 1999 Fund 3;
* 57,143 shares issued to Craig S. Eckenthal;
* 250,000 shares issued to the Danny Ellis Living Trust;
* 571,428 shares issued to Europa International, Inc.;
* 28,571 shares issued to Harvey Gelfenbein;
* 285,715 shares issued to A. C. Israel Enterprises;
* 40,000 shares issued to Kuekenhof Partners, L.P.;
* 60,000 shares issued to Kuekenhof Equity Fund, L.P.;
* 571,429 shares issued to Jack Lahav;
* 28,571 shares issued to Joseph LaMotta;
* 28,571 shares issued to Jay B. Langner;
* 42,857 shares issued to The F. M. Grandchildren Trust;
* 228,571 shares issued to Mathers Associates;
* 115,000 shares issued to Peter Melhado;
Perma-Fix Environmental Services, Inc.
August 5, 2002
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* 42,857 shares issued to Pamela Equities Corp.;
* 143,000 shares issued to Josef Paradis under a warrant, dated July 30, 2001;
* 57,143 shares issued to Readington Associates;
* 225,000 shares issued to Dr. Ralph Richart;
* 28,571 shares issued to Edward J. Rosenthal Profit Sharing Plan;
* 85,714 shares issued to Yariv Sapir IRA; and
* 150,000 shares issued to Bruce Wrobel.
We have examined such corporate records, certificates of officers, other documents and questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
On the basis of such examination, review, and assumption, we are of the opinion that:
(a) the 4,352,893 Unit Warrant Shares issuable pursuant to the terms of the Unit
Warrants
will constitute, when so issued, validly issued, fully paid, and
nonassessable shares of
Common Stock;
(c) the 817,148 BHC Shares issuable pursuant to the terms of the BHC Warrant will
constitute, when so issued, validly issued, fully paid, and nonassessable shares of
Common Stock;
(d) the 625,000 Capital Exchange Warrant Shares issuable pursuant to the terms of the
Capital Exchange Warrants will constitute, when so issued, validly issued, fully
paid,
and nonassessable shares of Common Stock;
(e) the 610,000 National Shares issuable pursuant to the terms of the National
Warrants
will constitute, when so issued, validly issued, fully paid, and
nonassessable shares of
Common Stock;
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August 5, 2002
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(f) the 806,908 Strategic Shares issuable pursuant to the terms of the Strategic
Warrants
will constitute, when so issued, validly issued, fully paid, and
nonassessable shares of
Common Stock;
(g) the 892,275 Ryan Beck Shares issuable pursuant to the terms of the Ryan Beck
Warrants will constitute, when so issued, validly issued, fully paid, and
nonassessable
shares of Common Stock;
(h) the 892,275 Larkspur Shares issuable pursuant to the terms of the Larkspur
Warrants
will constitute, when so issued, validly issued, fully paid, and
nonassessable shares
of Common Stock;
(i) the 108,000 Placement Agent Shares issuable pursuant to the terms of the
Placement
Agent Warrants will constitute, when so issued, validly issued, fully
paid, and
nonassessable shares of Common Stock;
(j) the 1,793,178 Exchange Shares previously issued pursuant to the terms of the
Exchange
Agreement constitute validly issued, fully paid, and nonassessable shares
of Common
Stock; and
(k) the 4,352,893 Unit Shares previously issued pursuant to the terms of the Private
Placement constitute validly issued, fully paid, and nonassessable shares of
Common
Stock.
We consent to the reference to our firm under the heading "Legal Opinion" and to the filing of this opinion as Exhibit 5.1 to said Registration Statement.
Very truly yours,
CONNER & WINTERS, P.C.