1700 One
Leadership Square
211 North
Robinson
Oklahoma
City, Oklahoma 73102
405.272.5711
Phone
405.232.2695
Fax
www.cwlaw.com
May 22,
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.; Amendment No. 1 to Registration Statement on
Form S-3 covering 5,000,000 Shares of Common Stock and the Rights attached
thereto;
Our File No.
7034.2
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Ladies
and Gentlemen:
At the
request of Perma-Fix Environmental Services, Inc. (the "Company"), we have
examined the Amendment No. 1 to 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”)
and the Rights attached to such Shares pursuant to the Company’s Rights
Agreement, dated May 2, 2008, between the Company and Continental Stock Transfer
& Trust Company, as Rights Agent (the “Rights Plan”). 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”). This
opinion is provided pursuant to the requirements of Item 16 of Form S-3 and Item
601(b)(5) of Regulation S-K promulgated under the Act.
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, including, without limitation, the Rights
Plan. 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
(a) 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, and (b) the
Rights attached to the Shares, when issued pursuant to the terms of the Rights
Plan, will be validly issued.
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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Perma-Fix
Environmental Services, Inc.
May 22,
2009
Page
2
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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/s/
Conner & Winters, LLP
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