1700 One
Leadership Square
211 North
Robinson
Oklahoma
City, Oklahoma 73102
405.272.5711
Phone
405.232.2695
Fax
www.cwlaw.com
April 7,
2009
Perma-Fix
Environmental Services, Inc.
8302
Dunwoody Place, #250
Atlanta,
Georgia 30350
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Re:
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Perma-Fix
Environmental Services, Inc.; Registration Statement on Form S-3 covering
5,000,000 Shares of Common Stock;
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Our
File No. 7034.2 |
Ladies
and Gentlemen:
At the
request of Perma-Fix Environmental Services, Inc. (the "Company"), we have
examined 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"), in
connection with the registration of up to 5,000,000 shares of the Company’s
common stock, par value $.001 per share (the “Shares”). The Shares
are to be offered and sold in the manner set forth in the Registration
Statement, the Prospectus contained therein (the “Prospectus”) and any related
supplement to the Prospectus (the “Prospectus Supplement”).
We have
examined such instruments, corporate records, certificates of officers, other
documents and questions of law, as we have considered necessary or appropriate
for the purposes of this opinion. In such examination, we have assumed (a) the
authenticity of original documents and the genuineness of all signatures, (b)
the conformity to the originals of all documents submitted to us as copies and
(c) the truth, accuracy and completeness of the information, representations and
warranties contained in the records, documents instruments and certificates we
have reviewed.
On the
basis of such examination, review, and assumptions, we are of the opinion that
the Shares, when issued and sold in the manner described in the Registration
Statement, the Prospectus and the Prospectus Supplement, will be validly issued,
fully paid, and nonassessable shares of common stock of the
Company.
Dallas,
TX
§ Houston,
TX
§ NW
Arkansas
§ Oklahoma
City, OK
§ Santa
Fe, NM
§ Tulsa,
OK
§ Washington
D.C.
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Conner
& Winters, LLP
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Founded
in
1933
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We hereby
consent to the filing of this opinion as an exhibit to the above-referenced
Registration Statement and to the use of our name wherever it appears in the
Registration Statement, the Prospectus, the Prospectus Supplement and in any
amendment or supplement thereto. In giving such consent, we do not
believe that we are “experts” within the meaning of such term as used in the Act
or the rules and regulations of the Securities and Exchange Commission issued
thereunder with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.
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Very
truly yours,
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/s/
Conner & Winters, LLP
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