EX-5.1 3 v145502_ex5-1.htm
 
 
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
 
 
Re:
Perma-Fix Environmental Services, Inc.; Registration Statement on Form S-3 covering 5,000,000 Shares of Common Stock;
    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.
 
Conner & Winters, LLP
Founded in 1933
 
 

 
 
April 7, 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.
 
Very truly yours,
 
/s/ Conner & Winters, LLP