Exhibit 5
1700 One Leadership Square 211 North Robinson Oklahoma City, OK 73102-7261
cwlaw.com |
March 31, 2021
Perma-Fix Environmental Services, Inc.
8302 Dunwoody Place
Suite 250
Atlanta, GA 30350
| Re: | Perma-Fix Environmental Services, Inc.; Form S-8 Registration Statement; 2017 Stock Option Plan; Our File No. 07034.0001 |
Ladies and Gentlemen:
We are delivering this opinion to you in connection with the preparation and filing with the Securities and Exchange Commission (the “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 600,000 shares of the Company’s common stock, $0.001 par value (the “Common Stock”) to be issued by the Company pursuant to the Company’s 2017 Stock Option Plan (the “2017 Plan”).
We note that an aggregate 540,000 shares of Common Stock authorized for issuance under the 2017 Plan are registered on the Company’s registration statement on Form S-8, filed on March 26, 2018, Commission file no. 333-223917 (the “Existing Registration Statement”).
In connection with this opinion, we have 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; | |
| (b) | the Company’s Second Amended and Restated Bylaws; | |
| (c) | the 2017 Plan, as amended; | |
| (d) | copies of certain resolutions of the Board of Directors of the Company relating to the approval of the 2017 Plan and the approval and subsequent amendment of the 2017 Plan, the filing of the Registration Statement and related matters, certified pursuant to the Secretary’s Certificate; | |
| (e) | copies of certain minutes of the annual meetings of the Company’s stockholders relating to the approval of the 2017 Plan and the approval and subsequent amendment of the 2017 Plan; | |
| (f) | the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on March 29, 2021; |
Perma-Fix Environmental Services, Inc.
March 31, 2021
Page 2
| (g) | Certificate of Good Standing of the Company issued by the Secretary of State of Delaware on March 29, 2021; | |
| (h) | The Existing Registration Statement; and | |
| (i) | 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 any shares of the Company’s Common Stock to be issued under the 2017 Plan will have been issued pursuant to the terms of the plan and 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, when the Registration Statement becomes effective pursuant to the rules and regulations of the Commission, the 600,000 shares of Common Stock which may be issued pursuant to the 2017 Plan will constitute, when purchased and issued pursuant to the terms of the 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 the Registration Statement.
| Very truly yours, | |
| Conner & Winters, LLP | |
| /s/ Conner & Winters, LLP |