ALLIED WASTE INDUSTRIES INC Mailing Address Business Address 15880 N

SECURITIES AND EXCHANGE COMMISSION

FORM S-4/A Registration of securities issued in business combination transactions [amend]

Filing Date: 2005-09-29 SEC Accession No. 0000950153-05-002479

(HTML Version on secdatabase.com)

FILER ALLIED WASTE INDUSTRIES INC Mailing Address Business Address 15880 N. GREENWAY- 15880 N. GREENWAY- CIK:848865| IRS No.: 880228636 | State of Incorp.:DE | Fiscal Year End: 1231 HAYDEN LOOP HAYDEN LOOP Type: S-4/A | Act: 33 | File No.: 333-126239 | Film No.: 051109547 SUITE 100 SUITE 100 SIC: 4953 Refuse systems SCOTTSDALE AZ 85260 SCOTTSDALE AZ 85260 4806272700 ALLIED WASTE NORTH AMERICA INC/DE/ Mailing Address Business Address 15880 N GREENWAY HAYDEN15880 N GREENWAY HAYDEN CIK:1141445| IRS No.: 860843596 | State of Incorp.:DE | Fiscal Year End: 1231 LOOP LOOP Type: S-4/A | Act: 33 | File No.: 333-126239-01 | Film No.: 051109548 SUITE 100 SUITE 100 SCOTTSDALE AZ 85260 SCOTTSDALE AZ 85260 4806272700

As filed with the Securities and Exchange Commission on September 28, 2005 Registration No. 333-126239 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Amendment No. 2 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Allied Waste Industries, Inc. Allied Waste North America, Inc. Subsidiary Guarantors Listed On Schedules A Through HH Hereto (Exact names of registrants as specified in their charters)

Allied Waste Industries, Inc. Allied Waste North America, Inc. Delaware 4953 Delaware (State or other jurisdiction of (Primary Standard Industrial (State or other jurisdiction of incorporation or organization) Classification Code Number) incorporation or organization)

88-0228636 86-0843596 (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)

15880 North Greenway-Hayden Loop, Suite 100 Scottsdale, Arizona 85260 (480) 627-2700 (Address, including zip code, and telephone number, including area code, of each of the registrants principal executive offices)

Steven M. Helm, Esq. Executive Vice President and General Counsel Allied Waste Industries, Inc. 15880 North Greenway-Hayden Loop, Suite 100 Scottsdale, Arizona 85260 (480) 627-2700 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to: Gregory A. Ezring, Esq. Latham & Watkins LLP 885 Third Avenue Suite 1000 New York, New York 10022 (212) 906-1200

Approximate date of commencement of proposed exchange offer: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Proposed Maximum Proposed Maximum Title of Each Class of Amount to Offering Price per Aggregate Offering Amount of Securities to be Registered be Registered Note(1) Price(1) Registration Fee 1 7 /4% Senior Notes due 2015 $600,000,000 100% $600,000,000 $70,620.00 1 Guarantees of the 7 /4% Senior Notes due 2015 $600,000,000 N/A N/A (2) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act. (2) No additional registration fee is due for guarantees pursuant to Rule 457(n) under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SCHEDULE A SUBSIDIARY GUARANTORS Action Disposal, Inc. Adrian Landfill, Inc. Ada County Development Company, Inc. ADS of Illinois, Inc. Agri-tech, Inc. of Oregon Alabama Recycling Services, Inc. Albany-Lebanon Sanitation, Inc. Allied Waste Industries (Arizona), Inc. Allied Waste Industries (Southwest), Inc. Allied Waste Industries of Illinois, Inc. Allied Waste of California, Inc. Allied Waste of New Jersey, Inc. Allied Waste Industries of Northwest Indiana, Inc. Allied Waste Rural Sanitation, Inc. Allied Waste Services of Stillwater, Inc. Allied Waste Transfer Services of Utah, Inc. American Disposal Services of Kansas, Inc. American Disposal Services of New Jersey, Inc. American Disposal Services of West Virginia, Inc. American Disposal Transfer Services of Illinois, Inc. American Materials Recycling Corp. American Sanitation, Inc. American Transfer Company, Inc. Apache Junction Landfill Corporation Atlantic Waste Holding Company, Inc. Automated Modular Systems, Inc. Belleville Landfill, Inc. BFI Transfer Systems of New Jersey, Inc. BFI Waste Systems of New Jersey, Inc. Bio-Med of Oregon, Inc. Bond County Landfill, Inc. Borrego Landfill, Inc. Brickyard Disposal & Recycling, Inc. Browning-Ferris Industries, Inc. (MA corp.) Browning-Ferris Industries of California, Inc. Browning-Ferris Industries of Florida, Inc. Browning-Ferris Industries of New Jersey, Inc. Browning-Ferris Industries of New York, Inc. Browning-Ferris Industries of Tennessee, Inc. Bunting Trash Service, Inc. Capitol Recycling and Disposal, Inc. CC Landfill, Inc. Celina Landfill, Inc. Central Arizona Transfer, Inc. Central Sanitary Landfill, Inc. Chambers Development of North Carolina, Inc. Charter Evaporation Resource Recovery Systems Cherokee Run Landfill, Inc. Citizens Disposal, Inc. City-Star Services, Inc. Clarkston Disposal, Inc. Cocopah Landfill, Inc. Copper Mountain Landfill, Inc. Corvallis Disposal Co. County Disposal (Ohio), Inc.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document County Landfill, Inc. Dallas Disposal Co. Delta Container Corporation Delta Dade Recycling Corp. Delta Paper Stock Co. Delta Resources Corp. Delta Site Development Corp. Delta Waste Corp. Dempsey Waste Systems II, Inc. Dinverno, Inc. DTC Management, Inc. Eagle Industries Leasing, Inc. ECDC Environmental of Humbolt County, Inc. ECDC Holdings, Inc. Elder Creek Transfer & Recovery, Inc. Environmental Development Corp. (DE) Environmental Reclamation Company Environtech, Inc. Evergreen Scavenger Service, Inc. Forward, Inc. F.P. McNamara Rubbish Removal, Inc. Fred Barbara Trucking Co., Inc. G. Van Dyken Disposal Inc. GEK, Inc. General Refuse Rolloff Corp. Georgia Recycling Services, Inc. Golden Waste Disposal, Inc. Grants Pass Sanitation, Inc. Great Lakes Disposal Services, Inc. Gulfcoast Waste Service, Inc. Harlands Sanitary Landfill, Inc. Illinois Landfill, Inc. Illinois Recycling Services, Inc. Illinois Valley Recycling, Inc. Imperial Landfill, Inc. Independent Trucking Company Ingrum Waste Disposal, Inc. International Disposal Corp. of California Island Waste Services Ltd. Jetter Disposal, Inc. Kankakee Quarry, Inc. Keller Canyon Landfill Company Keller Drop Box, Inc. La Canada Disposal Company, Inc. Lake Norman Landfill, Inc. LandComp Corporation Lathrop Sunrise Sanitation Corporation Lee County Landfill, Inc. Loop Recycling, Inc.

Loop Transfer, Incorporated Louis Pinto & Son, Inc., Sanitation Contractors Lucas County Land Development, Inc. Mamaroneck Truck Repair, Inc. Manumit of Florida, Inc. McInnis Waste Systems, Inc. Mesa Disposal, Inc. Mississippi Waste Paper Company Mountain Home Disposal, Inc. NationsWaste Catawba Regional Landfill, Inc. NationsWaste, Inc. Ncorp, Inc. Newco Waste Systems of New Jersey, Inc. New Morgan Landfill Company, Inc. Noble Road Landfill, Inc. Northlake Transfer, Inc. Oakland Heights Development, Inc. Otay Landfill, Inc. Ottawa County Landfill, Inc. Palomar Transfer Station, Inc. Peltier Real Estate Company Pittsburg County Landfill, Inc. Portable Storage, Inc. Preble County Landfill, Inc. Price & Sons Recycling Company PSI Waste Systems, Inc. R.C. Miller Enterprises, Inc. R.C. Miller Refuse Service, Inc. RCS, Inc. Rabanco, Ltd. Rabanco Recycling, Inc. Ramona Landfill, Inc. Resource Recovery, Inc. Rock Road Industries, Inc. Ross Bros. Waste & Recycling Co. Rossman Sanitary Service, Inc. Roxana Landfill, Inc. Royal Holdings, Inc. Saline County Landfill, Inc. Sangamon Valley Landfill, Inc. Sanitary Disposal Service, Inc. San Marcos NCRRF, Inc. Sauk Trail Development, Inc. Shred-All Recycling Systems, Inc. Source Recycling, Inc. Southwest Regional Landfill, Inc. S & S Recycling, Inc. Standard Disposal Services, Inc. Standard Environmental Services, Inc. Standard Waste, Inc. Streator Area Landfill, Inc. Suburban Carting Corp. Suburban Transfer, Inc. Suburban Warehouse, Inc. Summit Waste Systems, Inc. Sunrise Sanitation Service, Inc. Sunset Disposal, Inc. Sunset Disposal Service, Inc.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Sycamore Landfill, Inc. Tates Transfer Systems, Inc. Tennessee Union County Landfill, Inc. Thomas Disposal Service, Inc. Tom Lucianos Disposal Service, Inc. Total Solid Waste Recyclers, Inc. Tri-State Recycling Services, Inc. Tri-State Refuse Corporation Trottown Transfer, Inc. United Disposal Service, Inc. Upper Rock Island County Landfill, Inc. Valley Landfills, Inc. Vining Disposal Service, Inc. Wasatch Regional Landfill, Inc. Waste Control Systems, Inc. Wayne County Landfill IL, Inc. WDTR, Inc. Williamette Resources, Inc. Williams County Landfill, Inc. WJR Environmental, Inc. SCHEDULE B SUBSIDIARY GUARANTORS ADS, Inc. Allied Acquisition Pennsylvania, Inc. Allied Acquisition Two, Inc. Allied Enviroengineering, Inc. Allied Green Power, Inc. Allied Waste Alabama, Inc. Allied Waste Company, Inc. Allied Waste Hauling of Georgia, Inc. Allied Waste Industries (New Mexico), Inc. Allied Waste Industries of Georgia, Inc. Allied Waste Industries of Tennessee, Inc. Allied Waste Landfill Holdings, Inc. Allied Waste of Long Island, Inc. Allied Waste Systems, Inc. (DE corp.) Allied Waste Transportation, Inc. American Disposal Services, Inc. American Disposal Services of Illinois, Inc. American Disposal Services of Missouri, Inc. Area Disposal Inc. Attwoods of North America, Inc. Autoshred, Inc. AWIN Management, Inc. BBCO, Inc. BFI Atlantic, Inc.

BFI Energy Systems of Albany, Inc. BFI Energy Systems of Delaware County, Inc. BFI Energy Systems of Essex County, Inc. BFI Energy Systems of Hempstead, Inc. BFI Energy Systems of Niagara, Inc. BFI Energy Systems of Niagara II, Inc. BFI Energy Systems of SEMASS, Inc. BFI Energy Systems of Southeastern Connecticut, Inc. BFI International, Inc. BFI Ref-Fuel, Inc. BFI TransRiver (GP), Inc. BFI Waste Systems of North America, Inc. Browning-Ferris Financial Services, Inc. Browning-Ferris, Inc. Browning-Ferris Industries Chemical Services, Inc. Browning-Ferris Industries of Illinois, Inc. Browning-Ferris Industries of Ohio, Inc. Browning-Ferris Services, Inc. CECOS International, Inc. County Disposal, Inc. Denver RL North, Inc. Liberty Waste Holdings, Inc. Midway Development Company, Inc. Organized Sanitary Collectors and Recyclers, Inc. Oscars Collection Systems of Fremont, Inc. Pinal County Landfill Corp. Port Clinton Landfill, Inc. Risk Services, Inc. Taylor Ridge Landfill, Inc. The Ecology Group, Inc. Tricil (N.Y.), Inc. Wastehaul, Inc. Waste Services of New York, Inc. Woodlake Sanitary Service, Inc. SCHEDULE C SUBSIDIARY GUARANTORS Allied Waste Systems Holdings, Inc. SCHEDULE D SUBSIDIARY GUARANTORS Allied Waste Transfer Services of New York, LLC Allied Waste Transfer Services of North Carolina, LLC Allied Waste Transfer Services of Florida, LLC Sand Valley Holdings, L.L.C. SCHEDULE E SUBSIDIARY GUARANTORS Allied Nova Scotia, Inc. SCHEDULE F SUBSIDIARY GUARANTORS BFI Waste Services of Tennessee, LLC SCHEDULE G SUBSIDIARY GUARANTORS

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Transfer Systems of New Jersey, LLC Allied Waste of New Jersey New York, LLC Allied Waste Sycamore Landfill, LLC Allied Waste Systems of New Jersey, LLC Allied Waste Transfer Services of Iowa, LLC Anderson Regional Landfill, LLC Anson County Landfill NC, LLC Autauga County Landfill, LLC BFI Waste Services of Massachusetts, LLC BFI Transfer Systems of Alabama, LLC BFI Transfer Systems of Georgia, LLC BFI Transfer Systems of Massachusetts, LLC BFI Transfer Systems of Maryland, LLC BFI Transfer Systems of Mississippi, LLC BFI Transfer Systems of Virginia, LLC BFI Waste Services of Pennsylvania, LLC BFI Waste Systems of Alabama, LLC BFI Waste Services of Arkansas, LLC BFI Waste Systems of Georgia, LLC BFI Waste Systems of Louisiana, LLC BFI Waste Services of Mississippi, LLC BFI Waste Systems of Missouri, LLC BFI Waste Systems of Oklahoma, LLC BFI Waste Systems of Tennessee, LLC BFI Waste Systems of Virginia, LLC Bridgeton Landfill, LLC

Brundidge Landfill, LLC Brunswick Waste Management Facility, LLC Butler County Landfill, LLC Charlotte County Development Company, LLC Chilton Landfill, LLC Courtney Ridge Landfill, LLC Ellis Scott Landfill MO, LLC Flint Hill Road, LLC Forest View Landfill, LLC Gateway Landfill, LLC Great Plains Landfill OK, LLC Greenridge Waste Services, LLC Greenridge Reclamation, LLC Harrison County Landfill, LLC Jackson County Landfill, LLC Jefferson City Landfill, LLC Lee County Landfill SC, LLC Lemons Landfill, LLC Little Creek Landing, LLC Menands Environmental Solutions, LLC Metro Enviro Transfer, LLC Missouri City Landfill, LLC New York Waste Services, LLC Northeast Landfill, LLC Pinecrest Landfill OK, LLC Polk County Landfill, LLC Prince Georges County Landfill, LLC San Diego Landfill Systems, LLC Show-Me Landfill, LLC Southeast Landfill, LLC St. Joseph Landfill, LLC Wayne County Land Development, LLC Willow Ridge Landfill, LLC Wilson County Development, LLC SCHEDULE H SUBSIDIARY GUARANTORS Abilene Landfill TX, LP BFI Elliott Landfill TX, LP BFI Waste Services of Indiana, LP BFI Waste Services of Texas, LP BFI Waste Systems of Indiana, LP BFI Transfer Systems of Texas, LP Blue Ridge Landfill TX, LP Brenham Total Roll-Offs, LP Camelot Landfill TX, LP Crow Landfill TX, L.P. Desarrollo del Rancho La Gloria TX, LP El Centro Landfill, L.P. Ellis County Landfill TX, L.P. Fort Worth Landfill TX, LP Frontier Waste Services, L.P. Galveston County Landfill TX, LP Giles Road Landfill TX, LP Golden Triangle Landfill TX, LP Greenwood Landfill TX, LP Gulf West Landfill TX, LP Itasca Landfill TX, LP

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Kerrville Landfill TX, LP Lewisville Landfill TX, LP Mars Road TX, LP McCarty Road Landfill TX, LP Mesquite Landfill TX, LP Mexia Landfill TX, LP Panama Road Landfill, TX, L.P. Pinehill Landfill TX, LP Pleasant Oaks Landfill TX, LP Rio Grande Valley Landfill TX, LP Royal Oaks Landfill TX, LP South Central Texas Land Co. TX, LP Southwest Landfill TX, LP Tessman Road Landfill TX, LP Turkey Creek Landfill TX, LP Victoria Landfill TX, LP Whispering Pines Landfill TX, LP SCHEDULE I SUBSIDIARY GUARANTORS Bridgeton Transfer Station, LLC SCHEDULE J SUBSIDIARY GUARANTORS Benton County Development Company Clinton County Landfill Partnership County Line Landfill Partnership Illiana Disposal Partnership Key Waste Indiana Partnership Lake County C&D Development Partnership Newton County Landfill Partnership Springfield Environmental General Partnership

Tippecanoe County Waste Services Partnership Warrick County Development Company SCHEDULE K SUBSIDIARY GUARANTORS Allied Gas Recovery Systems, L.L.C. Allied Services, LLC AWIN Leasing II, LLC BFI Waste Services, LLC Browning-Ferris Industries, LLC SCHEDULE L SUBSIDIARY GUARANTORS D & L Disposal, L.L.C. Envotech-Illinois, L.L.C. Liberty Waste Services of McCook, L.L.C. SCHEDULE M SUBSIDIARY GUARANTORS Total Roll-Offs, L.L.C. SCHEDULE N SUBSIDIARY GUARANTORS Evergreen Scavenger Service, L.L.C. Liberty Waste Services of Illinois, L.L.C. Packerton Land Company, L.L.C. SCHEDULE O SUBSIDIARY GUARANTORS Liberty Waste Services Limited, L.L.C. SCHEDULE P SUBSIDIARY GUARANTORS BFGSI, L.L.C. SCHEDULE Q SUBSIDIARY GUARANTORS ECDC Environmental, L.C. SCHEDULE R SUBSIDIARY GUARANTORS Oklahoma City Landfill, LLC SCHEDULE S SUBSIDIARY GUARANTORS Rabanco Companies SCHEDULE T SUBSIDIARY GUARANTORS Regional Disposal Company SCHEDULE U SUBSIDIARY GUARANTORS

SCHEDULE V SUBSIDIARY GUARANTORS Warner Hill Development Company

SCHEDULE W SUBSIDIARY GUARANTORS Allied Waste Holdings (Canada) Ltd.

SCHEDULE X SUBSIDIARY GUARANTORS Benson Valley Landfill General Partnership Blue Ridge Landfill General Partnership Green Valley Landfill General Partnership Morehead Landfill General Partnership

SCHEDULE Y SUBSIDIARY GUARANTORS Frontier Waste Services (Utah), LLC Frontier Waste Services (Colorado), LLC Frontier Waste Services of Louisiana, L.L.C.

SCHEDULE Z SUBSIDIARY GUARANTORS BFI Transfer Systems of DC, LLC BFI Transfer Systems of Pennsylvania, LLC BFI Waste Systems of Kentucky, LLC BFI Waste Systems of North Carolina, LLC BFI Waste Systems of Massachusetts, LLC Allied Waste Systems of Pennsylvania, LLC BFI Waste Systems of South Carolina, LLC C & C Expanded Sanitary Landfill, LLC General Refuse Service of Ohio, LLC Local Sanitation of Rowan County, L.L.C. Webster Parish Landfill, L.L.C.

SCHEDULE AA SUBSIDIARY GUARANTORS E Leasing Company, LLC

SCHEDULE BB SUBSIDIARY GUARANTORS H Leasing Company, LLC

SCHEDULE CC SUBSIDIARY GUARANTORS N Leasing Company, LLC

SCHEDULE DD SUBSIDIARY GUARANTORS S Leasing Company, LLC

SCHEDULE EE SUBSIDIARY GUARANTORS BFI Energy Systems of Southeastern Connecticut, Limited Partnership SCHEDULE FF Carbon Limestone Landfill, LLC Lorain County Landfill, LLC County Land Development Sanitary Landfill, LLC Lucas County Landfill, LLC SCHEDULE GG County Environmental Landfill, LLC SCHEDULE HH Allied Waste Systems of North America, LLC Allied Waste Systems of Michigan, LLC

Filed Pursuant to Rule 424(b)(3) Registration No.: 333-126239 SUBJECT TO COMPLETION, DATED SEPTEMBER 28, 2005. PROSPECTUS ALLIED WASTE NORTH AMERICA, INC. OFFER TO EXCHANGE 1 $600,000,000 principal amount of its 7 /4% Series B Senior Notes due 2015, which have been registered under the Securities Act, 1 for any and all of its outstanding 7 /4% Series A Senior Notes due 2015,

1 1 We are offering to exchange our 7 /4% series B senior notes due 2015, or the exchange notes, for our currently outstanding 7 /4% series A senior notes due 2015, or the outstanding notes. The exchange notes are substantially identical to the outstanding notes, except that the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer. The exchange notes will represent the same debt as the outstanding notes and we will issue the exchange notes under the same indenture. We refer to the outstanding notes and the exchange notes collectively in this prospectus as the notes. The exchange notes will be fully and unconditionally guaranteed by our parent, Allied Waste Industries, Inc. In addition, the exchange notes will be fully and unconditionally guaranteed by substantially all of our subsidiaries so long as they continue to guarantee our new senior credit facility. If we cannot make scheduled payments on the exchange notes, the guarantors will be required to make them for us. The exchange notes and the guarantees will rank equal in right of payment to our current and future senior debt and will rank senior in right of payment to our current and future subordinated debt. So long as any of our indebtedness other than our new senior credit facility is secured, the exchange notes will be equally and ratably secured with such other indebtedness and our new senior credit facility by the stock and assets of some of our subsidiaries. The principal features of the exchange offer are as follows: The exchange offer expires at 5:00 p.m., New York City time, on , 2005, unless extended. We will exchange all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer. You may withdraw tendered outstanding notes at any time prior to the expiration of the exchange offer. The exchange of outstanding notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes. We will not receive any proceeds from the exchange offer. We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system. Broker-dealers receiving exchange notes in exchange for outstanding notes acquired for their own account through market-making or other trading activities must deliver a prospectus in any resale of the exchange notes.

Investing in the exchange notes involves risks. See Risk Factors beginning on page 11. Neither the U.S. Securities and Exchange Commission nor any other federal or state agency has approved or disapproved of these securities to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2005.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker- dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document completion of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See Plan of Distribution. We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus as if we had authorized it. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION ii INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ii PROSPECTUS SUMMARY 1 RISK FACTORS 11 THE EXCHANGE OFFER 21 USE OF PROCEEDS 29 CAPITALIZATION 30 SELECTED FINANCIAL DATA 32 DESCRIPTION OF THE EXCHANGE NOTES 35 PLAN OF DISTRIBUTION 67 MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES 68 LEGAL MATTERS 69 EXPERTS 69 Exhibit 5.1 Exhibit 21 Exhibit 23.1 Exhibit 25.1 Exhibit 99.1 Exhibit 99.2 Exhibit 99.3 Exhibit 99.4 Exhibit 99.5

In this prospectus: Allied NA refers to Allied Waste North America, Inc., the issuer of the notes, and its direct and indirect subsidiaries; and Allied or we, us or our refers to Allied Waste Industries, Inc., the parent of Allied NA, and its direct and indirect subsidiaries on a consolidated basis, including Allied NA.

WHERE YOU CAN FIND MORE INFORMATION Allied NA, Allied and the guarantor subsidiaries have filed with the U.S. Securities and Exchange Commission, or the SEC, a registration statement on Form S-4, the exchange offer registration statement, which term shall encompass all amendments, exhibits, annexes and schedules thereto, pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder, which we refer to collectively as the Securities Act, covering the exchange notes being offered. This prospectus does not contain all the information in the exchange offer registration statement. For further information with respect to Allied NA, Allied, the guarantor subsidiaries and the exchange offer, reference is made to the exchange offer registration statement. Statements made in this prospectus as to the contents of any contract, agreement or other documents referred to are not necessarily complete. For a more complete understanding and description of each contract, agreement or other document filed as an exhibit to the exchange offer registration statement, we encourage you to read the documents contained in the exhibits. The indenture governing the outstanding notes provides that we or Allied NA will furnish to the holders of the notes copies of the periodic reports required to be filed by us or Allied NA with the SEC under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, which we refer to collectively as the Exchange Act. Even if neither we nor Allied NA is subject to the periodic reporting and informational requirements of the Exchange Act, we or Allied NA will make such filings to the extent that such filings are accepted by the SEC. Furthermore, we will provide the trustee for the notes within 15 days after such filings with annual reports containing the information required to be contained in Form 10-K and quarterly reports containing the information required to be contained in Form 10-Q promulgated by the Exchange Act. From time to time, we will also provide such other information as is required to be contained in Form 8-K promulgated by the Exchange Act. If the filing of such information is not accepted by the SEC or is prohibited by the Exchange Act, we will then provide promptly upon written request copies of such reports to prospective purchasers of the notes. You may read and copy any document we file with the SEC at the SECs public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public at the SECs web site at http://www.sec.gov.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring you to documents containing that information. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 (including any financial statements or exhibits relating thereto furnish pursuant to Item 9.01) of Form 8-K) until our offering is completed or terminated. (a) Allieds Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed on February 18, 2005; (b) Allieds Proxy Statement related to the annual meeting held on May 20, 2005, filed April 15, 2005;

(c) Allieds Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed May 5, 2005 and Allieds Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed August 4, 2005; and (d) Allieds Current Reports on Form 8-K filed on May 23, 2005, May 26, 2005, May 31, 2005, June 29, 2005, August 16, 2005 and September 22, 2005. Any statement contained herein, or in any documents incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for the purpose of this prospectus to the extent that a subsequent statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of these filings, at no cost, by writing or telephoning us at Allied Waste Industries, Inc., 15880 North Greenway- Hayden Loop, Suite 100, Scottsdale, Arizona 85260, telephone: (480) 627-2700, Attention: Investor Relations. You may also obtain copies of these filings, at no cost, by accessing our website at http://www.alliedwaste.com; however, the information found on our website is not considered part of this prospectus. To obtain timely delivery of any copies of filings requested, please write or telephone no later than , 2005, five days prior to the expiration of the exchange offer. This exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of outstanding notes in any jurisdiction in which this exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS This prospectus, including the documents that we incorporate by reference, contains both historical and forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as believe, expect, anticipate, intend, plan, foresee or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated. Factors that could materially affect these forward-looking statements can be found in our periodic reports filed with the SEC. Potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements, including the factors described under the heading Risk Factors and are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this prospectus are made only as of the date of this prospectus and we undertake no obligation to publicly update these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur. We cannot assure you that projected results or events will be achieved. Statements made in connection with the exchange offer are not forward-looking statements.

iii

PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and may not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the Risk factors and the financial statements and the related notes which are incorporated by reference in this prospectus.

The Company

Overview We are the second largest, non-hazardous solid waste management company in the United States. We provide collection, transfer, recycling and disposal services for approximately 10 million residential, commercial and industrial customers in the United States and Puerto Rico. We serve our customers through a network of 315 collection companies, 166 transfer stations, 167 active landfills and 58 recycling facilities in 128 major markets within 37 states. We operate as a vertically integrated company which entails picking up waste from businesses and residences and disposing of that waste in our own landfills to the extent that it is economically beneficial, which we refer to as internalization. This allows us greater stability in and control over the waste flow into our landfills and, therefore, greater control over the cash flow stability in our business. We reported revenues of approximately $5.5 billion and $5.4 billion for the years ended December 31, 2004 and 2003, respectively. During the years ended December 31, 2004 and 2003, we generated operating cash flows of approximately $650.0 million and $783.9 million, and reinvested $582.9 million and $491.8 million of capital into our business, respectively, primarily for landfill development, vehicles and containers. During 2004, we reduced our debt balance by $477.1 million to $7.8 billion through the application of cash on our balance sheet at December 31, 2003 and operating cash flows. Our current business objectives are to focus on internal revenue and earnings growth and generate cash flow to invest in our vehicles, containers and equipment and to repay debt.

Industry Trends Based on industry data, we estimate that in 2003 the non-hazardous solid waste industry in the United States generated approximately $42 billion in annual revenue from publicly-traded companies, municipalities and privately-held companies. Although the non-hazardous solid waste industry has traditionally been very fragmented, particularly in the collection segment of the business, the industry has undergone significant consolidation due to rising costs, regulatory complexities and increased capital requirements. We believe this cycle of industry consolidation has been substantially completed. Publicly-traded companies generated approximately 49% of the industrys revenues in 2003, while municipalities and private companies generated the remaining revenues. In 2003, the three largest publicly-traded companies in the waste management industry in the United States generated over 90% of the public company revenues. We believe that the industry is displaying a greater focus on maximization of cash flow and internal growth through initiatives that increase returns on investments. We believe that large integrated public companies that have the requisite management expertise and ready access to capital are best positioned to achieve these goals. Generally, revenue growth within the industry has been a function of overall economic and population growth and changing demographics. Industry growth has also been impacted by changes in state and federal regulations, supply of and demand for disposal capacity and consumer awareness of environmental matters. While the companies within the industry provide essential services, their revenue growth has been, and will continue to be, impacted by changes in general economic and industry specific trends.

Business Strategy Our business strategy is intended to maximize operating cash flows to reinvest in our business and to continue to pay down debt. The components of this strategy include: (1) operating vertically integrated, non-hazardous solid waste service businesses with a high rate of waste internalization; (2) implementing best

practice programs; (3) managing our businesses locally with a strong operations focus on customer service; (4) maintaining or improving our market position through internal development and incremental acquisitions; and (5) maintaining the financial capacity and effective administrative systems and controls to support on-going operations and future growth.

Operations Our revenue mix (based on net revenues) for 2004 was approximately $3.9 billion collection, $436 million transfer, $783 million landfill, $235 million recycling and $128 million other. No one customer has individually accounted for more than 2% of our consolidated revenue in any of the last three years.

Recent Transactions On March 9, 2005, in addition to the issuance of $600.0 million in outstanding notes (the notes offering), we also issued to the public 2,400,000 shares of our Series D senior mandatory convertible preferred stock at a purchase price of $250.00 per share for aggregate gross proceeds of $600.0 million (the Series D preferred stock offering,) and 12,750,000 shares of our common stock for aggregate gross proceeds of $100.7 million (the common stock offering). On March 21, 2005, we entered into a new $3.425 billion senior credit facility (the new senior credit facility), consisting of a five-year $1.575 billion revolving credit facility, a seven-year, $1.350 billion term loan and a $500 million institutional letter of credit facility. The proceeds from these transactions were used to repay the remaining $195 million of our outstanding 10% senior subordinated notes due 1 2009, repay $125.0 million in aggregate principal amount of our 9 /4% senior notes due 2012, repay all of our outstanding $600.0 million in 5 aggregate principal amount of 7 /8% senior notes due 2006, repay all of BFIs outstanding $69.5 million in aggregate principal amount of 7 7 /8% senior notes due 2005 and to fully repay amounts under our old senior credit facility (the 2003 senior credit facility). The notes offering, the Series D preferred stock offering, the common stock offering, entering into the new senior credit facility and the use of proceeds therefrom, are collectively referred to throughout this prospectus as the Refinancing Transactions.

The Offering The outstanding notes were offered in reliance on exemptions from the registration requirements of the Securities Act. We used the net proceeds from the offering of the outstanding notes including the initial purchasers discounts, commissions and other expenses to fund a 5 portion of Allied NAs tender offer for $600.0 million in aggregate principal amount of its 7 /8% Senior Notes due 2006 in connection with the Refinancing Transactions. Outstanding Notes The initial purchasers of the outstanding notes were J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, UBS Securities LLC, Wachovia Capital Markets, LLC, Banc of America Securities LLC, BNP Paribas Securities Corp., Calyon Securities (USA) Inc. and Scotia Capital (USA) Inc. The initial purchasers subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. Registration Rights Agreement In connection with the sale of the outstanding notes, we, Allied NA and the guarantor subsidiaries entered into a registration rights agreement with the initial purchasers. Under the terms of this agreement, we each agreed to: file a registration statement for the exchange offer and the exchange notes within 120 days after the issue date of the applicable series of outstanding notes; use our respective reasonable best efforts to cause the registration statement to become effective under the Securities Act within 210 days after the issue date of the applicable series of outstanding notes; use our respective reasonable best efforts to consummate the exchange offer within 45 days after the effective date of our registration statement; and file a shelf registration statement for the resale of the outstanding notes under certain circumstances and use our respective reasonable best efforts to cause such shelf registration statement to become effective under the Securities Act. If we do not meet one of these requirements, we must pay additional interest on the outstanding notes until we meet the requirement. The exchange offer is being made pursuant to the registration rights agreement and is intended to satisfy the rights granted under the registration rights agreement, which rights terminate upon completion of the exchange offer. See The Exchange Offer Purpose of the Exchange Offer.

The Exchange Offer The following is a brief summary of terms of the exchange offer. For a more complete description of the exchange offer, see The Exchange Offer beginning on page 21. 1 Securities Offered $600,000,000 in aggregate principal amount of 7 /4% Series B Senior Notes due 2015. 1 Exchange Offer Allied NA is offering to exchange $1,000 principal amount of its 7 /4% Series B Senior Notes due 2015, which have been registered under the Securities Act, for each $1,000 principal amount of its 1 currently outstanding 7 /4% Series A Senior Notes due 2015. We will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on , 2005. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000 in principal amount. The form and terms of the exchange notes are the same as the form and terms of the applicable series of outstanding notes except that: the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer; the exchange notes bear a series B designation and a different CUSIP number than the outstanding notes; and the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate on the outstanding notes in some circumstances relating to the timing of the exchange offer. See The Exchange Offer beginning on page 21. Transferability of Exchange Notes We believe that you will be able to freely transfer the exchange notes without registration or any prospectus delivery requirement so long as you may accurately make the representations listed under The Exchange Offer Transferability of the Exchange Notes. If you are a broker-dealer that acquired outstanding notes as a result of market-making or other trading activities, you must deliver a prospectus in connection with any resale of the exchange notes. See Plan of Distribution. Expiration Date The exchange offer will expire at 5:00 p.m., New York City time, on , 2005, unless we decide to extend the exchange offer. Conditions to the Exchange Offer The exchange offer is subject to certain customary conditions, some of which may be waived by us. See The Exchange Offer Conditions to the Exchange Offer. Procedures for Tendering Outstanding If you wish to accept the exchange offer, you must complete, sign and date the letter of transmittal, Notes or a facsimile of the letter of transmittal, in accordance with the instructions contained in this prospectus and in the letter of transmittal. You should then mail or otherwise deliver the letter of transmittal, or facsimile, together with the outstanding notes to be exchanged and any other required documentation, to the exchange agent at the address set forth in this prospectus and in the letter of transmittal.

By executing the letter of transmittal, you will represent to us that, among other things: you, or the person or entity receiving the related exchange notes, are acquiring the exchange notes in the ordinary course of business; neither you nor any person or entity receiving the related exchange notes is engaging in or intends to engage in a distribution of the exchange notes within the meaning of the federal securities laws; neither you nor any person or entity receiving the related exchange notes has an arrangement or understanding with any person or entity to participate in any distribution of the exchange notes; neither you nor any person or entity receiving the related exchange notes is an affiliate of Allied NA or the guarantors, as that term is defined under Rule 405 of the Securities Act; and you are not acting on behalf of any person or entity who could not truthfully make these statements. See The Exchange Offer Procedures for Tendering Outstanding Notes and Plan of Distribution. Effect of Not Tendering Any outstanding notes that are not tendered or that are tendered but not accepted will remain subject to the restrictions on transfer. Since the outstanding notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon the completion of the exchange offer, we will have no further obligations, except under limited circumstances, to provide for registration of the outstanding notes under the federal securities laws. See The Exchange Offer Effect of Not Tendering. Interest on the Exchange Notes and the The exchange notes will bear interest from the most recent interest payment date to which interest Outstanding Notes has been paid on the notes or, if no interest has been paid, from the issue date of the outstanding notes. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes. Withdrawal Rights Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. Federal Tax Consequences There will be no federal income tax consequences to you if you exchange your outstanding notes for exchange notes in the exchange offer. See Material United States Federal Tax Consequences. Use of Proceeds We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. See Use of Proceeds. Exchange Agent U.S. Bank National Association, the trustee under the indenture, is serving as exchange agent in connection with the exchange offer.

Terms of the Exchange Notes The following is a brief summary of the terms of the exchange notes. The financial terms and covenants of the exchange notes are the same as the outstanding notes. For a more complete description of the terms of the exchange notes, see Description of the Exchange Notes. Issuer Allied Waste North America, Inc.

1 Securities Offered $600,000,000 in aggregate principal amount of its 7 /4% Series B Senior Notes due 2015. Maturity Date March 15, 2015. Interest Payment Dates March 15 and September 15 of each year, beginning September 15, 2005. Guarantees The exchange notes will be fully and unconditionally guaranteed by our parent, Allied Waste Industries, Inc. In addition, the exchange notes will be fully and unconditionally guaranteed by substantially all of our subsidiaries so long as they continue to guarantee our new senior credit facility. Certain of our subsidiaries will not guarantee the exchange notes. As of and for the six months ended June 30, 2005, the non-guarantor subsidiaries represented in the aggregate approximately 13% of our consolidated assets and 3% of our consolidated revenues. If Allied NA cannot make payments on the exchange notes when they are due, Allied or the guarantor subsidiaries must make them instead. For a discussion of the risks relating to the guarantees, see Risk Factors Subsidiaries that guarantee the exchange notes may not guarantee the exchange notes in the future under certain circumstances and Risk Factors Federal and state statutes may allow courts to further subordinate or void the guarantees. Federal and state statutes allow courts, under specific circumstances, to void or subordinate guarantees and require noteholders to return payments received from guarantors. Collateral So long as any of our indebtedness other than our new senior credit facility is secured, the exchange notes will be equally and ratably secured with such other indebtedness and our new senior credit facility by a pledge of the stock of substantially all of the subsidiaries of BFI and certain of our other wholly-owned subsidiaries, and a security interest in the assets of BFI, substantially all of its domestic subsidiaries and certain of our other wholly-owned subsidiaries. On June 30, 2005, the collateral securing the exchange notes also secured approximately $1.4 billion of other indebtedness outstanding under our new senior credit facility and approximately $4.3 billion of other senior notes issued by Allied NA and BFI and a portion of our solid waste revenue bond obligations. The trustee for the indenture under which the exchange notes will be issued will not control the collateral. The collateral securing the exchange notes will be held and controlled by the collateral trustee for the equal and ratable benefit of all of the holders of our senior secured debt. In addition, the collateral can be released and the exchange notes can become unsecured under certain circumstances. For a discussion of the risks relating to the collateral securing the exchange notes, see Risk Factors The trustee under the indenture will not control the collateral and the exchange notes may

become unsecured or the collateral securing the exchange notes may be diluted under certain circumstances. Ranking The exchange notes and the guarantees will be senior secured obligations of Allied NA and the guarantors. The exchange notes will rank equal in right of payment to our current and future senior debt and will rank senior in right of payment to our current and future subordinated debt. The exchange notes will be effectively subordinated to the debt under our new senior credit facility and any future debt to the extent such debt is secured by collateral that does not secure the exchange notes. In addition, the exchange notes and the guarantees will be effectively junior to any liabilities, including trade payables, of our non-guarantor subsidiaries. On June 30, 2005, we had: senior secured debt under our new senior credit facility of approximately $1.4 billion; senior secured debt, other than debt under our new senior credit facility, of approximately $4.9 billion; other senior debt obligations, consisting of solid waste revenue bond obligations and senior unsecured notes, of approximately $694 million; and senior subordinated debt of $230 million. On June 30, 2005, our non-guarantor subsidiaries had $1.1 billion of liabilities outstanding. Optional Redemption We may redeem some or all of the exchange notes pursuant to a make-whole call at any time prior to March 15, 2010 at the redemption price set forth in this prospectus, plus accrued and unpaid interest, if any, to the date of redemption. We may also redeem some or all of the exchange notes on or after March 15, 2010 at the redemption prices set forth in this prospectus. In addition, prior to 1 March 15, 2008, we may redeem up to 33 /3% of the exchange notes with the proceeds of certain public offerings of equity of Allied at the price set forth in this prospectus, plus accrued and unpaid interest, if any, to the date of redemption. See Description of Exchange Notes Optional Redemption. Offer to Repurchase If we sell certain assets or experience specific kinds of changes of control, each holder will have the right to require us to repurchase all or any part of such holders exchange notes at the prices listed in the section Description of the Exchange Notes Repurchase at the Option of Holders. Basic Covenants of Indenture The exchange notes will be governed by a supplement to an indenture with U.S. Bank National Association, as trustee. Among other things, the indenture related to the exchange notes, along with the supplement, will restrict our ability and the ability of our restricted subsidiaries to: borrow money; pay dividends on stock or purchase stock; use assets as security in other transactions; and sell certain assets or merge with or into other companies.

Following the first date upon which the exchange notes achieve certain specified ratings, some covenants will no longer be applicable to the exchange notes. See Description of the Exchange Notes Certain Covenants. Absence of a Public Market for the The exchange notes are new securities, for which there is currently no established trading market and Exchange Notes none may develop. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes. The initial purchasers of the outstanding notes have advised us that they intend to make a market in the exchange notes. However, they are not obligated to do so and may discontinue any market making activities with respect to the exchange notes at any time without notice. We do not intend to apply for listing of the exchange notes on any securities exchange or to arrange for any quotation system to quote them.

Risk Factors See the section entitled Risk Factors beginning on page 11 for a discussion of factors you should carefully consider before deciding to invest in the exchange notes.

Summary Financial Data The summary historical financial data presented below for each of the three years in the period ended December 31, 2004 have been derived from our historical consolidated financial statements, except for adjustments described in Note 2 below. Our consolidated financial statements for each of the three years in the period ended December 31, 2004 have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, and are included in our Annual Report on Form 10-K filed with the SEC on February 18, 2005, which is incorporated by reference in this prospectus. The summary financial data as of and for each of the six months ended June 30, 2005 and 2004 has been derived from the unaudited consolidated financial statements included in our Form 10-Q filed with the SEC on August 4, 2005, which is incorporated by reference in this prospectus. The summary financial data should be read in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and the notes included in our Annual Report on Form 10-K filed with the SEC on February 18, 2005 and in our Form 10-Q filed with the SEC on August 4, 2005, all of which are incorporated by reference in this prospectus. (All amounts are in millions, except per share data and percentages.)

Six Months Ended Years Ended December 31, June 30, 2002 2003 2004 2004 2005 Statement of Operations Data(1): Revenues(2) $ 5,311.3 $ 5,386.3 $ 5,514.0 $ 2,710.2 $ 2,789.9 Operating income 1,219.8 1,034.7 886.4 464.6 451.1 Other Data(1): Operating income $ 1,219.8 $ 1,034.7 $ 886.4 $ 464.6 $ 451.1 Depreciation and amortization 478.5 546.0 559.3 278.5 274.3 Operating income before depreciation and amortization(3) $ 1,698.3 $ 1,580.7 $ 1,445.7 $ 743.1 $ 725.4 Non-cash gain on divestiture of assets(4) $ (9.3 ) $ $ $ $ Per Share Data From Continuing Operations: Basic income (loss) per share(5) $ 0.63 $ (2.36 ) $ 0.12 $ (0.05 ) $ 0.17 Diluted income (loss) per share(5) 0.62 (2.36 ) 0.11 (0.05 ) 0.17 Weighted average common shares 190.2 203.8 315.0 314.4 324.2 Weighted average common shares and common equivalent shares 193.5 203.8 319.7 314.4 327.6

June 30, 2005 Balance Sheet Data: Cash and cash equivalents $ 70.0 Total long-term debt, net of current portion(6) 6,954.7 Stockholders equity 3,341.6 Long-term debt, net of current portion, to total capitalization(6) 68 %

During 2004 and 2003, we sold or held for sale certain operations that met the criteria for reporting discontinued operations. The (1) summary financial data for all periods have been reclassified to exclude these operations as discontinued operations. Historically we have reported certain taxes imposed on landfill and transfer volumes as a reduction of revenue because they were viewed as pass through costs generally collected from customers. In addition, we reported a small but growing amount of administrative fees (2) billed to customers as an offset to our administrative costs. Effective April 2005, we began recording all taxes that create direct obligations for

us as operating expenses and recording fees billed to our customers as revenue. This presentation is in accordance with Emerging Issues Task Force (EITF) Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent. The impact on prior period financial statements was not material. However, we opted to conform the prior years presentation of our revenues and expenses with the current years presentation by increasing revenue, cost of operations and selling, general and administrative expenses. These adjustments had no impact on our consolidated operating income, net income, earnings per share, cash flows, or any balance sheet caption for any previous periods. We believe that our presentation of operating income before depreciation and amortization, a non-GAAP measure, is useful to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to fund capital (3) expenditures and our ability to incur and service debt, including the outstanding notes. While depreciation and amortization are considered operating costs under generally accepted accounting principles, or GAAP, these expenses primarily represent the non-cash current period allocation of costs associated with long-lived assets acquired or constructed in prior years. Operating income before depreciation and amortization is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable to similarly titled measures reported by other companies. Although operating income before depreciation and amortization and similar variations may be used as a measure of operations and the ability to satisfy debt service requirements, these terms are not necessarily comparable to other similar titled captions of other companies due to the potential inconsistencies in the method of calculation. The non-cash loss (gain) on divestiture of assets relate to divestitures of certain operations that were not operating in a manner consistent (4) with our business model. These divestitures are not included in discontinued operations. During December 2003, the Series A Senior Convertible Preferred Stock was exchanged for 110.5 million shares of our common stock. In connection with the exchange, we recorded a reduction to net income available to common shareholders of $496.6 million for the fair (5) value of the incremental shares of common stock issued to the holders of the preferred stock over the amount the holders would have received under the original conversion provisions. (6) Total long-term debt, net of current portion excludes our $210.2 million receivables secured loan. See Capitalization.

RISK FACTORS You should carefully consider the following risks and all of the information set forth in this prospectus before participating in the exchange offer.

Risks Relating to the Exchange Notes If you do not properly tender your outstanding notes, your ability to transfer such outstanding notes will be adversely affected. We will only issue exchange notes in exchange for outstanding notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes and you should carefully follow the instructions on how to tender your outstanding notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the outstanding notes. If you do not tender your outstanding notes or if we do not accept your outstanding notes because you did not tender your outstanding notes properly, then, after we consummate the exchange offer, you may continue to hold outstanding notes that are subject to the existing transfer restrictions. In addition, if you tender your outstanding notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes. After the exchange offer is consummated, if you continue to hold any outstanding notes, you may have difficulty selling them because there will be less outstanding notes outstanding. In addition, if a large amount of outstanding notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of such exchange notes.

Our significant leverage may make it difficult for us to service our debt, including the notes, and operate our business. We have had and will continue to have a substantial amount of outstanding indebtedness with significant debt service requirements. At June 30, 2005, our consolidated debt was approximately $7.2 billion and our debt to total capitalization was 68%. Of the total amount of indebtedness incurred by us, approximately $230 million was senior subordinated debt and earnings were sufficient to cover fixed charges for the six months ended June 30, 2005 by $113.8 million. Earnings were sufficient to cover fixed charges for the year ended December 31, 2004 by $114.5 million. The degree to which we are leveraged could have important consequences. For example, it could: make it more difficult for us to satisfy our obligations with respect to our debt; require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would reduce the availability of our cash flow to fund internal growth through working capital and capital expenditures and for other general corporate purposes; increase our vulnerability to economic downturns in our industry; increase our vulnerability to interest rate increases to the extent any of our variable rate debt is not hedged; place us at a competitive disadvantage compared to our competitors that have less debt in relation to cash flow; limit our flexibility in planning for or reacting to changes in our business and our industry; limit, among other things, our ability to borrow additional funds or obtain other financing capacity; and

subject us to a greater risk of noncompliance with financial and other restrictive covenants in our indebtedness. The failure to comply with these covenants could result in an event of default which, if not cured or waived, could have a material negative effect on us. We and our subsidiaries may be able to incur substantial additional indebtedness in the future. As of June 30, 2005, our debt agreements permitted us to incur substantial additional indebtedness under various financial ratio tests. As of June 30, 2005, we had $74.8 million of borrowings outstanding under our $1.575 billion revolving credit facility. As of such date, we had $459.5 million in letters of credit drawn on the revolving credit facility that support financial assurance purposes, leaving $1.041 billion of availability. The exchange notes will be effectively subordinated to the debt under our new senior credit facility (including under our revolving credit facility) to the extent such debt is secured by collateral that does not secure the notes.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. Our ability to make payments on our indebtedness, including the exchange notes, will depend on our ability to generate cash flow in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our new senior credit facility in an amount sufficient to enable us to pay our indebtedness, including the exchange notes, or to fund other liquidity needs.

We may be unable to refinance our indebtedness. We may need to refinance all or a portion of our indebtedness, including these exchange notes, before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our new senior credit facility and the exchange notes, on commercially reasonable terms or at all. We may also need to refinance our senior notes, our senior subordinated notes and/or other indebtedness to pay the principal amounts due at maturity. There can be no assurance that we will be able to obtain sufficient funds to enable us to repay or refinance our debt obligations on commercially reasonable terms or at all.

Covenants in our new senior credit facility, our indentures and the instruments governing our other indebtedness may limit our ability to operate our business. Our new senior credit facility, our indentures and certain of the agreements governing our other indebtedness contain covenants that restrict our ability to make distributions or other payments to our investors and creditors unless we satisfy certain financial tests or other criteria. We must also comply with certain specified financial ratios and tests. The senior credit facility ratio tests assume that over time EBITDA, as defined, increases and interest decreases in relation to debt levels. If EBITDA does not increase and if interest does not decrease in relation to debt and if we are unable to renegotiate the covenants, we would not comply with the provisions of the new senior credit facility. In some cases, our subsidiaries are subject to similar restrictions which may restrict their ability to make distributions to us. Our new senior credit facility, our indentures and these other agreements contain additional affirmative and negative covenants, including limitations on our ability to incur additional indebtedness and to make acquisitions and capital expenditures. For example, the indenture governing our outstanding notes will restrict, among other things, our ability to incur additional debt, sell assets, create liens or other encumbrances, make certain payments and dividends and merge or consolidate. All of these restrictions could affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. If we do not comply with these covenants and restrictions, we could be in default under our new senior credit facility, our indentures and other debt agreements and the debt, together with accrued interest, could then be declared immediately due and payable. If we default under our new senior credit facility, the lenders could cause all of our outstanding debt obligations under such senior credit facility to become due and payable, require us to apply all of our cash to repay the indebtedness under our new senior credit facility or prevent us

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents from making debt service payments on any other indebtedness we owe. If we are unable to repay any borrowings when due, the lenders under our new senior credit facility could proceed against their collateral, which includes most of the assets we own, including the collateral securing the notes and the guarantees. In addition, any default under our new senior credit facility or agreements governing our other indebtedness could lead to an acceleration of our debt under our other debt instruments that contain cross acceleration or cross-default provisions. If the indebtedness under our new senior credit facility and our other debt instruments is accelerated, we may not have sufficient assets to repay amounts due under our new senior credit facility, the notes or indebtedness under our other debt instruments. Our ability to comply with these provisions of our new senior credit facility and other agreements governing our other indebtedness may be affected by changes in the economic or business conditions or other events beyond our control.

Our bond ratings could be downgraded. Although reductions in our bond ratings may not have an immediate impact on the cost of debt or our liquidity, they may impact the cost of debt and liquidity over the near to medium term. If our bond ratings are reduced, future access at a reasonable cost to the debt and financial assurance markets may be adversely impacted.

Your right to receive payments on these exchange notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize. Most, but not all, of our subsidiaries will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of the non- guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. As of and for the six months ended June 30, 2005, the non-guarantor subsidiaries represented in the aggregate approximately 13% of our consolidated assets and 3% of our consolidated revenues.

The indenture trustee will not control the collateral and the exchange notes may become unsecured or the collateral securing the exchange notes may be diluted under certain circumstances. The exchange notes will be secured by a pledge of the stock of substantially all of the subsidiaries of our subsidiary, BFI, and certain of our other wholly-owned subsidiaries, and a security interest in the assets of BFI, substantially all of its domestic subsidiaries and certain of our other wholly-owned subsidiaries. However, if our secured indebtedness other than our new senior credit facility is repaid or becomes unsecured, the exchange notes will also become unsecured. The exchange notes and the guarantees will be effectively subordinated (a) to debt secured by assets that do not secure the exchange notes to the extent of the value of those assets and (b) to any liabilities, including trade payables, of our non-guarantor subsidiaries. In addition, the collateral securing the exchange notes also secures other senior debt. At June 30, 2005, the collateral securing the exchange notes also secured approximately $3.7 billion of notes issued by Allied NA, approximately $540 million of notes issued by BFI which mature between 2008 and 2035, a portion of our solid waste revenue bond obligations and approximately $1.4 billion of debt under our new senior credit facility, including borrowings under our revolving credit facility. Our new senior credit facility is secured by the stock of substantially all of our subsidiaries and a security interest in substantially all of our assets. At June 30, 2005, the book value of the collateral that secures the exchange notes was approximately $8.6 billion, which represents approximately 63% of our consolidated assets. In the event that we are unable to make payments under our exchange notes or other indebtedness secured by the collateral and the trustee forecloses on the collateral, there may not be sufficient proceeds from the sale of the collateral to satisfy all outstanding payments under the exchange notes. Your right to the collateral securing the exchange notes may be further diluted if we issue additional indebtedness secured by the same collateral. The trustee for the indenture under which the exchange notes will be issued will not control the collateral. The collateral securing the exchange notes will be held and controlled by a collateral trustee for the equal and ratable benefit of all the holders of our senior secured debt, including borrowings under our new senior credit facility. Decisions regarding the maintenance and release of the collateral will be made by the lenders under

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents our new senior credit facility, whose interests may be different to, or adverse to, those of the holders of the exchange notes.

Subsidiaries that guarantee the exchange notes may not guarantee the exchange notes in the future under certain circumstances. The exchange notes will be fully and unconditionally guaranteed by Allied. In addition, the exchange notes will be fully and unconditionally guaranteed by substantially all of our subsidiaries so long as they continue to guarantee our new senior credit facility. A subsidiary will no longer guarantee the exchange notes if certain events occur, including if that subsidiary no longer guarantees our new senior credit facility.

Federal and state statutes may allow courts to further subordinate or void the guarantees. Federal and state statutes allow courts, under specific circumstances, to void or subordinate guarantees and require noteholders to return payments received from guarantors. Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee (1) issued the guarantee with the intent of hindering, delaying or defrauding any current or future creditor or contemplated insolvency with a design to favor one or more creditors to the total or partial exclusion of other creditors, or (2) received less than reasonably equivalent value or fair consideration for issuing its guarantee and: was insolvent or rendered insolvent by reason of such incurrence; or was engaged in a business or transaction for which the guarantors remaining assets constituted unreasonably small capital; or intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature. In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if: the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets; or the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or it could not pay its debts as they become due. On the basis of historical financial information, recent operating history and other factors, we believe that neither we nor the guarantors are insolvent, have unreasonably small capital for the business in which we are engaged or have incurred debts beyond the ability of each of us to pay such debts as they mature. However, we cannot assure you as to what standard a court would apply in making such determination or that a court would agree with our conclusions in this regard.

We may not be able to repurchase exchange notes upon a change of control which would be an event of default under the indenture. Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes, including the exchange notes. Our new senior credit facility restricts us from repurchasing the exchange notes without the approval of the lenders. In addition, it is possible that we will not

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in our new senior credit facility will not allow such repurchases. Certain corporate events would also constitute a change of control under our new senior credit facility which might not constitute a change of control under our other debt instruments, including these exchange notes. This would constitute an event of default under our new senior credit facility, entitling the lenders to, among other things, cause all our outstanding debt obligations thereunder to become due and payable, and to proceed against their collateral, which includes the collateral securing the exchange notes and the guarantees. For example, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would constitute a change of control under our new senior credit facility but would not constitute a change of control under the indenture.

You may be unable to sell your exchange notes if a trading market for the exchange notes does not develop. Prior to this offering, there was no public market for the notes. We have been informed by the initial purchasers that they intend to make a market in the notes after this offering is completed. However, the initial purchasers may cease their market-making at any time. In addition, the liquidity of the trading market in the notes, and the market price quoted for the notes, may be adversely affected by changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, you cannot be sure that an active trading market will develop for the notes.

Risks Relating to Our Business We compete with large companies and municipalities that may have greater financial and operational resources. We also compete with the use of alternatives to landfill disposal in part because of state requirements to reduce landfill disposal and we cannot assure you that we will continue to operate our landfills at currently estimated volumes. The non-hazardous waste collection and disposal industry is highly competitive. We compete with large companies and municipalities which may have greater financial and operational resources. The non-hazardous waste collection and disposal industry is led by three large national waste management companies: Allied, Waste Management, Inc., and Republic Services, Inc. It also includes numerous regional and local companies. Many counties and municipalities that operate their own waste collection and disposal facilities have the benefits of tax- exempt financing and may control the disposal of waste collected within their jurisdictions. We encounter competition due to the use of alternatives to landfill disposal, such as recycling and incineration, because of state requirements to reduce landfill disposal and we cannot ensure that our landfills will continue to operate at currently estimated volumes. Further, most of the states or municipalities in which we operate landfills require counties and municipalities to formulate comprehensive plans to reduce the volume of solid waste deposited in landfills through waste planning, composting and recycling or other programs. Some state and local governments mandate waste reduction at the source and prohibit the disposal of certain types of wastes, such as yard wastes, at landfills. These actions may reduce the volume of waste going to landfills in certain areas. If this occurs, there can be no assurances that we will be able to operate our landfills at their current estimated volumes or charge current prices for landfill disposal services due to the decrease in demand for services.

If we are unable to execute our business strategy, our waste disposal expenses could increase significantly. Over the long term, our ability to continue to sustain our current vertical integration strategy will depend on our ability to maintain appropriate landfill capacity, collection operations and transfer stations. We cannot assure you that we will be able to replace such assets either timely or cost effectively or integrate acquisition candidates effectively or profitably. Further, we cannot assure you that we will be successful in expanding the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents permitted capacity of our current landfills once our landfill capacity is full. In such event, we may have to dispose of collected waste at landfills operated by our competitors or haul the waste long distances at a higher cost to another of our landfills, either of which could significantly increase our waste disposal expenses.

We may be unable to obtain required permits or to expand existing permitted capacity. There can be no assurance that we will successfully obtain the permits we require to operate our business because permits to operate non- hazardous solid waste landfills and to expand the permitted capacity of existing landfills have become increasingly difficult and expensive to obtain. Permits often take years to obtain as a result of numerous hearings and compliance with zoning, environmental and other regulatory measures. These permits are also often subject to resistance from citizen or other groups and other political pressures. Our failure to obtain the required permits to operate non-hazardous solid waste landfills could have a material negative effect on our future results of operations.

The solid waste industry is a capital-intensive industry that may consume cash from our operations and borrowings. Our ability to remain competitive, grow and expand operations largely depends on our cash flow from operations and access to capital. We spent approximately $673.3 million for our capital expenditures and landfill capping, closure, post-closure and environmental remediation expenditures during 2004, and we expect to spend approximately $800 million for these purposes in 2005. If we undertake more acquisitions or further expand our operations, the amount we expend on capital, capping, closure, post-closure and environmental remediation expenditures will increase. Acquisitions may increase our capital requirements because acquisitions may require sizable amounts of capital and competition with other solid waste companies that have a similar acquisition strategy may increase costs. Increases in expenditures will result in low levels of working capital or require us to finance working capital deficits. We intend to continue to fund our cash needs through cash flow from operations and borrowings under our new senior credit facility, if necessary. However, we may require additional equity and/or debt financing for debt repayment obligations, to fund our operations and/or to grow our business. Our cash needs will increase if the expenditures for closure and post-closure monitoring increase above our current estimates for these costs. Expenditures for these costs may increase as a result of any federal, state or local government regulatory action, including changes in closing or monitoring activities, types and quantities of materials used or the period of required post-closure monitoring. These factors, together with those discussed above, could substantially increase our operating costs and therefore impair our ability to invest in our existing facilities or new facilities.

We may not be able to obtain necessary financial assurances. We are required to provide financial assurances to governmental agencies under applicable environmental regulations relating to our landfill operations and collection contracts. In addition, we are required to provide financial assurances for our self insurance program. We satisfy the financial assurances requirements by providing performance bonds, letters of credit, insurance policies or trust deposits. As of June 30, 2005, we have total financial assurance requirements of $2.7 billion, and we do not expect any material change in the amount of those requirements. Should we experience additional bond rating agency downgrades, the mix of financial assurance instruments may change, requiring us to provide additional letters of credit.

Changes in interest rates may effect our results of operations. At June 30, 2005, approximately 77% of our debt was fixed. At June 30, 2005, we had no designated interest rate swap contracts as all of our designated interest rate swap contracts had reached their contractual maturity. For certain interest rate swap agreements, we record non- cash mark-to-market gains and losses based on changes in future yield curves to the statement of operations. Changes in the yield curves could result in additional non-cash losses being recorded in the statement of operations.

U.S. economic conditions may have an adverse impact on our operating performance and results of operations. Our business is affected by general economic conditions. Weakness in the U.S. economy has had a negative effect on our operating results, including decreases in revenues and operating cash flows. Additionally, in a down-cycle economic environment, we may experience the negative effects of increased competitive pricing pressure and customer turnover. If economic conditions deteriorate, we will experience pressure on the pricing that we are able to achieve for our services. In addition, worsening economic conditions may lead to further negative effects of customer turnover. There can be no assurance that current economic conditions or worsening economic conditions or a prolonged or recurring recession will not have a significant adverse impact on our operating results. Additionally, there can be no assurance that an improvement in economic conditions will result in an immediate, if at all positive, improvement in our operating results.

We may be affected by adverse weather conditions. Our collection and landfill operations could be adversely affected by long periods of inclement weather which interfere with collection and landfill operations, delay the development of landfill capacity and/or reduce the volume of waste generated by our customers. In addition, certain of our operations may be temporarily suspended as a result of particularly harsh weather conditions. Severe weather can negatively affect the costs of collection and disposal. Long periods of inclement weather could have an adverse effect on our results of operations.

Loss of key executives and failure to attract qualified management could limit our growth and negatively impact our operations. We depend upon our senior management team. On May 27, 2005, John J. Zillmer was elected Chairman of the Board of Directors and Chief Executive Officer. We do not know what the impact of the transition to new leadership will be. We also continue to depend on operations management personnel with waste industry experience. We do not know the availability of such experienced management personnel or how much it may cost to attract and retain such personnel. The loss of the services of any member of senior management or the inability to hire experienced operations management personnel could have a material adverse effect on our operations and financial condition.

We are subject to costly environmental regulations and environmental litigation. Our equipment, facilities, and operations are subject to extensive and changing federal, state and local environmental laws and regulations relating to environmental protection and occupational health and safety. These include, among other things, laws and regulations governing the use, treatment, storage, and disposal of solid and hazardous wastes and materials, air quality, water quality and the remediation of contamination associated with the release of hazardous substances. Our compliance with these regulatory requirements is costly. Government laws and regulations often require us to enhance or replace our equipment and to modify landfill operations or initiate final closure of a landfill. We cannot assure you that we will be able to implement price increases sufficient to offset the cost of complying with these laws and regulations. In addition, environmental regulatory changes could accelerate or increase expenditures for closure and post-closure monitoring at solid waste facilities and obligate us to spend sums in addition to those presently accrued for such purposes. In addition to the costs of complying with environmental regulations, we incur costs to defend against litigation brought by government agencies and private parties who allege we are in violation of our permits and applicable environmental laws and regulations. As a result, we may be required to pay fines, implement corrective measures, or may have our permits and licenses modified or revoked. We are, and also may be in the future, defendants in lawsuits brought by governmental agencies and surrounding landowners who assert claims alleging environmental damage, personal injury, property damage and/or violations of permits and licenses by us. A significant judgment against us, the loss of a significant permit or license or the imposition of a significant fine could have a material negative effect on our financial condition.

Certain of our waste disposal operations traverse state and county boundaries. In the future, our collection, transfer and landfill operations may also be affected by proposed federal legislation that authorizes the states to enact legislation governing interstate shipments of waste. Such proposed federal legislation may allow individual states to prohibit the disposal of out-of-state waste or to limit the amount of out-of- state waste that can be imported for disposal and may require states, under some circumstances, to reduce the amount of waste exported to other states. If this or similar legislation is enacted in states in which we operate landfills that receive a significant portion of waste originating from out-of-state, our operations could be negatively affected. We believe that several states have proposed or have considered adopting legislation that would regulate the interstate transportation and disposal of waste in the states landfills. Our collection, transfer and landfill operations may also be affected by flow control legislation which may be proposed in the United States Congress. This proposed federal legislation may allow states and local governments to direct waste generated within their jurisdiction to a specific facility for disposal or processing. If this or similar legislation is enacted, state or local governments with jurisdiction over our landfills could act to limit or prohibit disposal or processing of waste in our landfills.

We may have potential environmental liabilities that are greater than our insurance coverage. We may incur liabilities for the deterioration of the environment as a result of our operations. Any substantial liability for environmental damage could materially adversely affect our operating results and financial condition. Due to the limited nature of our insurance coverage of environmental liability, if we were to incur substantial financial liability for environmental damage, our business and financial condition could be materially adversely affected.

We may have additional hazardous substances liability. We are a potentially responsible party at many sites under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or CERCLA, and analogous state laws. CERCLA provides for the remediation of contaminated facilities and imposes strict, joint and several liability on current owners and operators of a facility at which there has been a release or a threatened release of a hazardous substance, former site owners and operators at the time of disposal of the hazardous substance(s) and on persons who arrange for the disposal of such substances at the facility (i.e, generator of the waste and transporters who selected the disposal site). Hundreds of substances are defined as hazardous under CERCLA and their presence, even in minute amounts, can result in substantial liability. As used in this prospectus, non-hazardous waste means substances that are not defined as hazardous waste under federal regulations. The statute provides for the remediation of contaminated facilities and imposes costs on the responsible parties. The expense of conducting such a cleanup can be significant. We have significant liabilities under these laws, primarily due to acquired businesses and properties and their former operations. Notwithstanding our efforts to comply with applicable regulations and to avoid transporting and receiving hazardous substances, we may have additional liability because such substances may be present in waste collected by us or disposed of in our landfills, or in waste collected, transported or disposed of in the past by acquired companies. In addition, actual costs for these liabilities could be significantly greater than amounts presently accrued for these purposes.

There may be undisclosed liabilities associated with our acquisitions. In connection with any acquisition made by us, there may be liabilities that we fail to discover or are unable to discover including liabilities arising from non-compliance with environmental laws by prior owners and for which we, as successor owner, may be responsible. Similarly, we incur capitalized costs associated with acquisitions, which may never be consummated, resulting in a potential charge to earnings.

We are subject to examination by various federal and state taxing authorities. We are currently under examination by various federal and state taxing authorities for certain tax years including federal income tax audits for calendar years 1998 through 2003. Any material disagreement with a taxing authority could result in large cash expenditures and adversely affect our operating results and financial

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents condition. A federal income tax audit for BFIs tax years ended September 30, 1996 through July 30, 1999 is completed with the exception of the following matter. On January 18, 2001, the Internal Revenue Service (IRS) designated certain types of transactions, including transactions BFI undertook in 1999, as potentially abusive tax shelters under Treasury regulations. During 2002, the IRS proposed the disallowance of all of an approximately $900 million capital loss, related to these 1999 transactions claimed by BFI. We protested the disallowance to the Appeals Office of the IRS in August 2002. We also received a notification from the IRS proposing a penalty of 40% of the additional income tax resulting from the disallowance. Because of several meritorious defenses, we believe the successful assertion of penalties is unlikely. In April 2005, the Appeals Office of the IRS upheld the disallowance of the capital loss deduction. As a result, we paid in late April, for BFI tax years prior to the acquisition, a deficiency to the IRS of $23 million. In July 2005, we filed suit for a refund in the United States Court of Federal Claims. Based on the complexity of the case, we estimate it will likely take a number of years to fully try the case and obtain a decision. Furthermore, depending on the circumstances at the time, the losing party may appeal the decision to the Court of Appeals for the Federal Circuit. A settlement however, could occur at any time during the litigation process. The remaining tax years affected by the capital loss issue are currently being audited by the IRS. A court decision on the litigation should resolve the issue in these years as well. If we were to win the case, the initial payments would be refunded to us, subject to an appeal. If we were to lose the case, the deficiency associated with the remaining tax years would be due. If we were to settle the case, the settlement would likely cover all affected tax years and any resulting deficiency would become due in the ordinary course of the audits. A deficiency payment would adversely impact our cash flow in the period the payment was made. We continue to believe our position is well supported. If however, the capital loss deduction is fully disallowed, we estimate it could have potential total cash impact of up to $310 million for federal and state taxes, including the $23 million already paid, plus accrued interest through June 30, 2005 of approximately $94 million ($56 million net of tax benefit). The potential tax and interest (but not penalties) impact of a full disallowance has been fully reserved on our consolidated balance sheet. With regard to tax and accrued interest through June 30, 2005, a disallowance would have minimal impact on our consolidated results of operations. The periodic accrual of additional interest charged through the time at which this matter is resolved will continue to affect consolidated results of operations. In addition, the successful assertion by the IRS of penalties could have a material adverse impact on our consolidated liquidity, financial position and results of operations.

Our goodwill may become impaired. We have a substantial amount of goodwill resulting from our acquisitions, including BFI and Laidlaw. At least annually, we evaluate this goodwill for impairment based on the fair value of each geographic operating segment. This estimated fair value could change if there were future changes in our capital structure, cost of debt, interest rates, capital expenditure levels, ability to perform at levels that were forecasted or a permanent change to the market capitalization of our company. These changes could result in an impairment that would require a material non-cash charge to our results of operations. As a result of our geographic realignment in the fourth quarter of 2004, our nine regions became our reporting units. Since impairment is measured at the reporting unit level, this increase from four to nine reporting units increases the possibility we may have to record an impairment in the future.

Fluctuations in commodity prices could affect our operating results. As part of our recycling services, we process recyclable materials such as paper, cardboard, plastics, aluminum and other metals for sale to third parties, generally at current market prices. All of these materials

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents are subject to significant price fluctuations, which are driven by general market conditions. These price fluctuations may affect our future operating income and cash flows.

We may be subject to work stoppages, which could increase our operating costs and disrupt our operations. As of December 31, 2004, approximately 29% of our workforce was represented by various local labor unions. If our unionized workers were to engage in a strike, work stoppage or other slowdown in the future, we could experience a significant disruption of our operations and an increase in our operating costs, which could have a material adverse effect on us. In addition, if a greater percentage of our work force becomes unionized, our business and financial results could be materially adversely affected.

We may not realize any or all of the expected benefits from our significant investment in the development and implementation of our Excellence Driven Standards and Best Practices Program. We have invested in the identification, development and implementation of best practice programs intended to improve productivity, enhance the quality of our revenue collections and reduce costs. We cannot guarantee that all or any expected improvements will materialize or have a positive effect on operating results.

We are required to make accounting estimates and judgments in the ordinary course of business. The accounting estimates and judgments we must make in the ordinary course of business affect the reported amounts of our assets and liabilities at the date of the financial statements and the reported amounts of our operating results during the periods presented as described under Critical Accounting Judgments and Estimates in our Annual Report on Form 10-K for the year ended December 31, 2004, incorporated herein by reference. Additionally, we are required to interpret the accounting rules in existence as of the date of the financial statements when the accounting rules are not specific to a particular event or transaction. If the underlying estimates are ultimately proved to be incorrect, or if auditors or regulators subsequently interpret our application of accounting rules differently, subsequent adjustments could have a material adverse effect on our operating results for the period or periods in which the change is identified.

The adoption of new accounting standards or interpretations could adversely impact our results of operations. Our implementation of new accounting rules and interpretations or compliance with changes in the existing accounting rules could adversely affect our balance sheet or results of operations, or cause unanticipated fluctuations in our results of operations in future periods.

THE EXCHANGE OFFER

Purpose of the Exchange Offer We sold the outstanding notes to the initial purchasers. The initial purchasers subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. In connection with the issuance of the outstanding notes, we, Allied NA and the subsidiary guarantors entered into a registration rights agreement with the initial purchasers of the outstanding notes. The registration rights agreement requires us to register the exchange notes under the federal securities laws and offer to exchange the exchange notes for the outstanding notes. The exchange notes will be issued without a restrictive legend and generally may be resold without registration under the federal securities laws. We are effecting the exchange offer to comply with the registration rights agreement. The registration rights agreement requires us, Allied NA and the subsidiary guarantors to: file a registration statement for the exchange offer and the exchange notes within 120 days after the issue date of the outstanding notes; use our respective reasonable best efforts to cause the registration statement to become effective under the Securities Act within 210 days after the issue date of the outstanding notes; use our respective reasonable best efforts to consummate the exchange offer within 45 days after the effective date of our registration statement; and file a shelf registration statement for the resale of the outstanding notes under certain circumstances and use our respective reasonable best efforts to cause such registration statement to become effective under the Securities Act. These requirements under the registration rights agreement will be satisfied when we complete the exchange offer. However, if we fail to meet any of these requirements, we must pay additional interest on the outstanding notes at the rate of 0.25% per year until the applicable requirement has been met. We must pay an additional 0.25% per year for each 90 days that a requirement has not been met. However, we will not be required to pay more than 1.0% per year in additional interest on the outstanding notes. Immediately following the completion of a requirement, any additional interest with respect to that particular requirement will cease to accrue. We have also agreed to keep the registration statement for the exchange offer effective for at least 30 days (or longer, if required by applicable law) after the date on which notice of the exchange offer is mailed to holders. Under the registration rights agreement, our obligations to register the exchange notes will terminate upon the completion of the exchange offer. However, under certain circumstances specified in the registration rights agreement, we may be required to file a shelf registration statement for a continuous offer in connection with the outstanding notes pursuant to Rule 415 under the Securities Act. This summary includes only the material terms of the registration rights agreement. For a full description, you should refer to the complete copy of the registration rights agreement, which has been filed as an exhibit to the registration statement for the exchange offer and the exchange notes. See Where You Can Find More Information.

Transferability of the Exchange Notes Based on an interpretation of the Securities Act by the staff of the SEC in several no-action letters issued to third parties unrelated to us, we believe that you, or any other person receiving exchange notes, may offer for resale, resell or otherwise transfer such notes without complying with the registration and prospectus delivery requirements of the federal securities laws, if: you, or the person or entity receiving such exchange notes, is acquiring such notes in the ordinary course of business;

neither you nor any such person or entity is engaging in or intends to engage in a distribution of the exchange notes within the meaning of the federal securities laws; neither you nor any such person or entity has an arrangement or understanding with any person or entity to participate in any distribution of the exchange notes; neither you nor any such person or entity is an affiliate of Allied NA or the guarantors, as such term is defined under Rule 405 under the Securities Act; and you are not acting on behalf of any person or entity who could not truthfully make these statements. To participate in the exchange offer, you must represent as the holder of outstanding notes that each of these statements is true. Any holder of outstanding notes who is our affiliate or who intends to participate in the exchange offer for the purpose of distributing the exchange notes: will not be able to rely on the interpretation of the staff of the SEC set forth in the no-action letters described above; and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the notes, unless the sale or transfer is made pursuant to an exemption from those requirements. Broker-dealers receiving exchange notes in exchange for outstanding notes acquired for their own account through market-making or other trading activities may not rely on this interpretation by the SEC. Such broker-dealers may be deemed to be underwriters within the meaning of the Securities Act and must therefore acknowledge, by signing the letter of transmittal, that they will deliver a prospectus meeting the requirements of the Securities Act in connection with resale of the exchange notes. The letter of transmittal states that by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. The SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the exchange notes, other than a resale of an unsold allotment from the original sale of the outstanding notes, with the prospectus contained in the exchange offer registration statement. As described above, under the registration rights agreements, we have agreed to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use the prospectus contained in the exchange offer registration statement in connection with the resale of the exchange notes. See Plan of Distribution.

Terms of the Exchange Offer; Acceptance of Tendered Notes Upon the terms and subject to the conditions in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on , 2005. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Holders may tender some or all of their notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000 in principal amount. The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that: the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer; the exchange notes bear a series B designation and a different CUSIP number from the outstanding notes; and the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate on the outstanding notes in some circumstances relating to the timing of the exchange offer.

The exchange notes will evidence the same debt as the outstanding notes. Holders of exchange notes will be entitled to the benefits of the indenture. We have fixed , 2005 as the date on which this prospectus and the letter of transmittal will be mailed initially. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC under the Exchange Act. We shall be deemed to have accepted validly tendered outstanding notes when and if we have given oral or written notice to the exchange agent of our acceptance. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If any tendered notes are not accepted for exchange because of an invalid tender, the occurrence of other events described in this prospectus or otherwise, we will return the certificates for any unaccepted notes, at our expense, to the tendering holder promptly after the expiration of the exchange offer. Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees with respect to the exchange of notes. Tendering holders will also not be required to pay transfer taxes in the exchange offer. We will pay all charges and expenses in connection with the exchange offer as described under the subheading Solicitation of Tenders; Fees and Expenses. However, we will not pay any taxes incurred in connection with a holders request to have exchange notes or non-exchanged notes issued in the name of a person other than the registered holder. See Transfer Taxes in this section below.

Expiration Date; Extensions; Amendment The exchange offer will expire at 5:00 p.m., New York City time, on , 2005, or the Expiration Date, unless we extend the exchange offer. To extend the exchange offer, we will notify the exchange agent and each registered holder of any extension before 9:00 a.m. New York City time, on the next business day after the previously scheduled Expiration Date. We reserve the right to extend the exchange offer, delay accepting any tendered notes or terminate the exchange offer, if any of the conditions described below under the heading Conditions to the Exchange Offer have not been satisfied. We also reserve the right to amend the terms of the exchange offer in any manner. In the event of a material change in the terms of the exchange offer, including the waiver of a material condition, we will extend the offer as necessary to keep the offer open for at least five additional business days. We will give written notice of such delay, extension, termination or amendment to the exchange agent. Upon termination of the exchange offer, we will promptly return the outstanding notes to their holders.

Interest on the Exchange Notes The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the notes or, if no interest has been paid, from September 15, 2005. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes. Interest on the exchange notes is payable semi-annually on each March 15 and September 15 of each year.

Procedures for Tendering Outstanding Notes Only a holder of outstanding notes may tender notes in the exchange offer. To tender in the exchange offer, you must: complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal; have the signatures guaranteed if required by the letter of transmittal; and mail or otherwise deliver the letter of transmittal or such facsimile, together with the outstanding notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the Expiration Date.

To tender outstanding notes effectively, you must complete the letter of transmittal and other required documents and the exchange agent must receive all the documents prior to 5:00 p.m., New York City time, on the Expiration Date. Delivery of the outstanding notes may be made by book-entry transfer in accordance with the procedures described below. The exchange agent must receive confirmation of book-entry transfer prior to the Expiration Date. By executing the letter of transmittal, you will make to us the representations set forth in the first paragraph under the heading Transferability of the Exchange Notes. All tenders not withdrawn before the Expiration Date and the acceptance of the tender by us will constitute agreement between you and us under the terms and subject to the conditions in this prospectus and in the letter of transmittal including an agreement to deliver good and marketable title to all tendered notes prior to the Expiration Date free and clear of all liens, charges, claims, encumbrances, adverse claims and rights and restrictions of any kind. The method of delivery of outstanding notes and the letter of transmittal and all other required documents to the exchange agent is at the election and sole risk of the holder. Instead of delivery by mail, you should use an overnight or hand delivery service. In all cases, you should allow for sufficient time to ensure delivery to the exchange agent before the expiration of the exchange offer. You may request your broker, dealer, commercial bank, trust company or nominee to effect these transactions for you. You should not send any note, letter of transmittal or other required document to us. If your notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you desire to tender, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. See Instruction to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner included with the letter of transmittal. The exchange of notes will be made only after timely receipt by the exchange agent of certificates for outstanding notes, a letter of transmittal and all other required documents, or timely completion of a book-entry transfer. If any tendered notes are not accepted for any reason or if outstanding notes are submitted for a greater principal amount than the holder desires to exchange, the exchange agent will return such unaccepted or non-exchanged notes to the tendering holder promptly after the expiration or termination of the exchange offer. In the case of outstanding notes tendered by book-entry transfer, the exchange agent will credit the non-exchanged notes to an account maintained with The Depository Trust Company.

Guarantee of Signatures Holders must obtain a guarantee of all signatures on a letter of transmittal or a notice of withdrawal unless the outstanding notes are tendered: by a registered holder who has not completed the box entitled Special Issuance Instructions or Special Delivery Instructions on the letter of transmittal; or for the account of an eligible guarantor institution. Signature guarantees must be made by a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program, the Stock Exchange Medallion Program, or by an eligible guarantor institution within the meaning of Rule 17Ad-15 promulgated under the Securities Exchange Act (namely, banks; brokers and dealers; credit unions; national securities exchanges; registered securities associations; learning agencies; and savings associations).

Signature on the Letter of Transmittal; Bond Powers and Endorsements If the letter of transmittal is signed by a person other than the registered holder of the outstanding notes, the registered holder must endorse the outstanding notes or provide a properly completed bond power. Any such endorsement or bond power must be signed by the registered holder as that registered holders name appears on the outstanding notes. Signatures on such outstanding notes and bond powers must be guaranteed by an eligible guarantor institution.

If you sign the letter of transmittal or any outstanding notes or bond power as a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, fiduciary or in any other representative capacity, you must so indicate when signing. You must submit satisfactory evidence to the exchange agent of your authority to act in such capacity.

Book-Entry Transfer We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the outstanding notes at the book-entry transfer facility, The Depository Trust Company, for the purpose of facilitating the exchange offer. Subject to the establishment of the accounts, any financial institution that is a participant in DTCs system may make book-entry delivery of outstanding notes by causing DTC to transfer the notes into the exchange agents account in accordance with DTCs procedures for such transfer. However, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agents account at DTC, the letter of transmittal (or a manually signed facsimile of the letter of transmittal) with any required signature guarantees, or an agents message in connection with a book-entry transfer, and any other required documents, must, in any case, be transmitted to and received by the exchange agent, or the guaranteed delivery procedures set forth below must be complied with, in each case, prior to the Expiration Date. Delivery of documents to DTC does not constitute delivery to the exchange agent. The exchange agent and DTC have confirmed that the exchange offer is eligible for the DTC Automated Tender Offer Program. Accordingly, the DTC participants may electronically transmit their acceptance of the exchange offer by causing the DTC to transfer outstanding notes to the exchange agent in accordance with DTCs Automated Tender Offer Program procedures for transfer. Upon receipt of such holders acceptance through the Automated Tender Offer Program, DTC will edit and verify the acceptance and send an agents message to the exchange agent for its acceptance. Delivery of tendered notes must be made to the exchange agent pursuant to the book-entry delivery procedures set forth above, or the tendering DTC participant must comply with the guaranteed delivery procedures set forth below. The term agents message means a message transmitted by DTC, and received by the exchange agent and forming part of the confirmation of a book-entry transfer, which states that: DTC has received an express acknowledgment from the participant in DTC tendering notes subject to the book-entry confirmation; the participant has received and agrees to be bound by the terms of the letter of transmittal; and we may enforce such agreement against such participant. In the case of an agents message relating to guaranteed delivery, the term means a message transmitted by DTC and received by the exchange agent, which states that DTC has received an express acknowledgment from the participant in DTC tendering notes that such participant has received and agrees to be bound by the notice of guaranteed delivery.

Determination of Valid Tenders; Allied NAs Rights Under the Exchange Offer All questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of tendered notes will be determined by us in our reasonable discretion, which determination will be final and binding on all parties. We expressly reserve the absolute right, in our sole discretion, to reject any or all outstanding notes not properly tendered or any outstanding notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the absolute right in our sole discretion to waive or amend any conditions of the exchange offer or to waive any defects or irregularities of tender for any particular note. To the extent that any condition of the exchange offer is waived with respect to a particular note it will also be waived with respect to all outstanding notes. Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. No alternative, conditional or contingent tenders will be accepted. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured by the tendering holder within such time as we determine.

Although we intend to notify holders of defects or irregularities in tenders of outstanding notes, neither we, the exchange agent or any other person shall be under any duty to give notification of defects or irregularities in such tenders or will incur any liability to holders for failure to give such notification. Holders will be deemed to have tendered outstanding notes only when such defects or irregularities have been cured or waived. The exchange agent will return to the tendering holder, after the expiration of the exchange offer, any outstanding notes that are not properly tendered and as to which the defects have not been cured or waived.

Guaranteed Delivery Procedures If you desire to tender outstanding notes pursuant to the exchange offer and (1) certificates representing such outstanding notes are not immediately available, (2) time will not permit your letter of transmittal, certificates representing such outstanding notes and all other required documents to reach the exchange agent on or prior to the Expiration Date, or (3) the procedures for book-entry transfer (including delivery of an agents message) cannot be completed on or prior to the Expiration Date, you may nevertheless tender such notes with the effect that such tender will be deemed to have been received on or prior to the Expiration Date if all the following conditions are satisfied: you must effect your tender through an eligible guarantor institution, which is defined above under the heading Guarantee of Signatures; a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us herewith, or an agents message with respect to guaranteed delivery that is accepted by us, is received by the exchange agent on or prior to the Expiration Date as provided below; and the certificates for the tendered notes, in proper form for transfer (or a book-entry confirmation of the transfer of such notes into the exchange agent account at DTC as described above), together with a letter of transmittal (or a manually signed facsimile of the letter of transmittal) properly completed and duly executed, with any signature guarantees and any other documents required by the letter of transmittal or a properly transmitted agents message, are received by the exchange agent within three New York Stock Exchange, Inc. trading days after the date of execution of the notice of guaranteed delivery. The notice of guaranteed delivery may be sent by hand delivery, facsimile transmission or mail to the exchange agent and must include a guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery.

Withdrawal Rights Except as otherwise provided in this prospectus, you may withdraw tendered notes at any time before 5:00 p.m., New York City time, on , 2005. For a withdrawal of tendered notes to be effective, a written or facsimile transmission notice of withdrawal must be received by the exchange agent on or prior to the expiration of the exchange offer. For DTC participants, a written notice of withdrawal may be made by electronic transmission through DTCs Automated Tender Offer Program. Any notice of withdrawal must: specify the name of the person having tendered the notes to be withdrawn; identify the notes to be withdrawn, including the certificate number(s) and principal amount of such notes, or, in the case of notes transferred by book-entry transfer, the name and number of the account at DTC; be signed by the holder in the same manner as the original signature on the letter of transmittal by which such notes were tendered, with any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the notes register the transfer of such notes into the name of the person withdrawing the tender and a properly completed irrevocable proxy authorizing such person to effect such withdrawal on behalf of such holder; and specify the name in which any such notes are to be registered, if different from that of the registered holder.

Any permitted withdrawal of notes may not be rescinded. Any notes properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the exchange offer. The exchange agent will return any withdrawn notes without cost to the holder promptly after withdrawal of the notes. Holders may retender properly withdrawn notes at any time before the expiration of the exchange offer by following one of the procedures described above under the heading Procedures for Tendering Outstanding Notes.

Conditions to the Exchange Offer Notwithstanding any other term of the exchange offer, we shall not be required to accept for exchange, or issue any exchange notes for, any outstanding notes, and may terminate or amend the exchange offer as provided in this prospectus before the acceptance of the outstanding notes, if we determine that the exchange offer violates any law, statute, rule, regulation or interpretation by the staff of the SEC or any order of any governmental agency or court of competent jurisdiction. Upon termination of the exchange offer, we will promptly return the outstanding notes to their holders. These conditions are for the sole benefit of Allied NA and the guarantors and may be asserted or waived by us in whole or in part at any time and from time to time in our sole discretion. Our failure to exercise any of these rights at any time will not be deemed a waiver of such rights and each of such rights shall be deemed an ongoing right which may be asserted by us at any time and from time to time. In addition, we will accept for exchange any outstanding notes tendered, and no exchange notes will be issued in exchange for those outstanding notes, if at any time any stop order is threatened or issued with respect to the registration statement for the exchange offer and the exchange notes or the qualification of the indenture under the Trust Indenture Act of 1939. In any such event, we must use our respective best efforts to obtain the withdrawal or lifting of any stop order at the earliest possible moment.

Effect of Not Tendering To the extent outstanding notes are tendered and accepted in the exchange offer, the principal amount of outstanding notes will be reduced by the amount so tendered and a holders ability to sell untendered outstanding notes could be adversely affected. In addition, after the completion of the exchange offer, the outstanding notes will remain subject to restrictions on transfer. Since the outstanding notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. The holders of outstanding notes not tendered will have no further registration rights, except for the limited registration rights described above under the heading Purpose of the Exchange Offer. Accordingly, the notes not tendered may be resold only: to us or our subsidiaries; pursuant to a registration statement which has been declared effective under the Securities Act; for so long as the notes are eligible for resale pursuant to Rule 144A under the Securities Act to a person the seller reasonably believes is a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A; or pursuant to any other available exemption from the registration requirements of the Securities Act (in which case Allied NA and the trustee shall have the right to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to Allied NA and the trustee), subject in each of the foregoing cases to any requirements of law that the disposition of the sellers property or the property of such investor account or accounts be at all times within its or their control and in compliance with any applicable state securities laws. Upon completion of the exchange offer, due to the restrictions on transfer of the outstanding notes and the absence of such restrictions applicable to the exchange notes, it is likely that the market, if any, for outstanding notes will be relatively less liquid than the market for exchange notes. Consequently, holders of

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents outstanding notes who do not participate in the exchange offer could experience significant diminution in the value of their outstanding notes, compared to the value of the exchange notes.

Regulatory Approvals Other than the federal securities laws, there are no federal or state regulatory requirements that we must comply with and there are no approvals that we must obtain in connection with the exchange offer.

Solicitation of Tenders; Fees and Expenses We will bear the expenses of soliciting tenders. We are mailing the principal solicitation. However, our officers and regular employees and those of our affiliates may make additional solicitation by telegraph, telecopy, telephone or in person. We have not retained any dealer-manager in connection with the exchange offer. We will not make any payments to brokers, dealers, or others soliciting acceptances of the exchange offer. However, we may pay the exchange agent reasonable and customary fees for its services and may reimburse it for its reasonable out-of-pocket expenses. We will pay the cash expenses incurred in connection with the exchange offer. These expenses include fees and expenses of the exchange agent and trustee, accounting and legal fees and printing costs, among others.

Accounting Treatment The exchange notes will be recorded at the same carrying value as the outstanding notes. The carrying value is face value. Accordingly, we will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be expensed over the term of the exchange notes.

Transfer Taxes We will pay all transfer taxes, if any, required to be paid by Allied NA in connection with the exchange of the outstanding notes for the exchange notes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted for exchange be returned to, a person other than the registered holder will be responsible for the payment of any transfer tax arising from such transfer.

The Exchange Agent U.S. Bank National Association is serving as the exchange agent for the exchange offer. ALL EXECUTED LETTERS OF TRANSMITTAL SHOULD BE SENT TO THE EXCHANGE AGENT AT THE ADDRESS LISTED BELOW. Questions, requests for assistance and requests for additional copies of this prospectus or the letter of transmittal should be directed to the exchange agent at the address or telephone number listed below. By Registered or Certified Mail: U.S. Bank Trust Center 180 East Fifth Street St. Paul, Minnesota 55101 By Overnight Courier or By Hand: U.S. Bank Trust Center 180 East Fifth Street St. Paul, Minnesota 55101 Confirm by Telephone: (800) 934-6802 Originals of all documents sent by facsimile should be promptly sent to the exchange agent by registered or certified mail, by hand, or by overnight delivery service. DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

USE OF PROCEEDS We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. We will receive in exchange outstanding notes in like principal amount. We will retire or cancel all of the outstanding notes tendered in the exchange offer.

1 We issued and sold $600 million in aggregate principal amount of our 7 /4% Senior Notes due 2015. The net proceeds from the sale of the 5 outstanding notes were approximately $589.9 million. We used the net proceeds to repay our 7 /8% senior notes due 2006 in connection with the Refinancing Transactions.

CAPITALIZATION Our consolidated cash and cash equivalents, current portion of long-term debt and capitalization data as of June 30, 2005 are derived from our unaudited consolidated financial statements. This data should be read in conjunction with our consolidated financial statements and the related notes incorporated by reference in this prospectus, (in millions, except percentages).

As of June 30, 2005 Cash and cash equivalents $ 70.0 Long-term debt: Credit facility: Revolving senior credit facility(1) $ 74.8 Term loan B 1,310.0 Total credit facility debt 1,384.8 5.75% senior notes due 2011, effective rate of 6.00% 400.0 6.13% senior notes due 2014, effective rate of 6.30% 425.0 6.38% senior notes due 2011, effective rate of 6.63% 275.0 6.38% senior notes due 2008, effective rate of 8.34% 153.1 6.50% senior notes due 2010, effective rate of 6.76% 350.0 7.25% senior notes due 2015, effective rate of 7.36% 600.0 7.88% senior notes due 2013, effective rate of 8.09% 450.0 8.50% senior notes due 2008, effective rate of 8.78% 750.0 8.88% senior notes due 2008, effective rate of 9.15% 600.0 9.25% senior notes due 2012, effective rate of 9.40% 251.2 7.40% debentures at 2035, effective rate of 8.03% 291.0 9.25% debentures at 2021, effective rate of 9.47% 96.0 7.38% senior unsecured notes due 2014, effective rate of 7.56% 400.0 4.25% senior subordinated convertible debentures due 2034, effective rate of 4.34% 230.0 Receivables secured loan(2) 210.2 Solid waste revenue bond obligations, principal payable through 2031 293.7 Other long-term debt 23.9 Current portion of long-term debt 229.2 Total long-term debt, net of current portion $ 6,954.7 Stockholders equity: Series C senior mandatory convertible preferred stock, $0.10 par value, 6.9 million shares authorized, issued and outstanding, liquidation preference of $50.00 per share 333.1 Series D senior mandatory convertible preferred stock, $0.10 par value, 2.4 million shares authorized, issued and outstanding, liquidation preference of $250.00 per share 580.5 Common stock, $0.01 par value, 525.0 million shares authorized, 330.6 million shares issued and outstanding 3.3 Additional paid in capital 2,436.5 Accumulated other comprehensive loss (68.1 ) Retained earnings 56.3 Total stockholders equity 3,341.6 Total capitalization, net of current portion of debt $ 10,296.3

At June 30, 2005, under our new senior credit facility, we had a revolver capacity commitment of $1.575 billion with $74.8 million (1) outstanding and $459.5 million of letters of credit outstanding, providing

us remaining availability of $1.041 billion. In addition, we had an institutional letter of credit facility of $500 million available under our new senior credit facility, all of which was used for letters of credit outstanding. The receivables secured loan is a 364-day liquidity facility with a maturity date of May 2006. At that time, we intend to renew the liquidity facility. If we are unable to renew the liquidity facility, we will refinance any amounts outstanding with our revolving credit (2) facility, which matures in 2010 or with other long-term borrowings. In May 2005, we extended the liquidity facility for an additional 364 days. Although we intend to renew the liquidity facility again in May 2006 and do not expect to repay the amounts within the next twelve months, the loan is classified as a current liability because it has a contractual maturity of less than one year.

SELECTED FINANCIAL DATA The selected financial data presented below are derived from our historical consolidated financial statements, except for adjustments described in Note 2 below. Our consolidated financial statements as of December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004 have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, and are included in our Annual Report on Form 10-K filed with the SEC on February 18, 2005, which is incorporated by reference in this prospectus. The selected financial data for the six months ended June 30, 2005 and 2004 have been derived from the unaudited consolidated financial statements included in our Form 10-Q filed with the SEC on August 4, 2005 which is incorporated by reference into this prospectus. The selected financial data should be read in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 18, 2005 and in our Form 10-Q filed with the SEC on August 4, 2005, incorporated by reference in this prospectus. (All amounts are in millions, except ratios, per share amounts and percentages.)

For the Six Months For the Year Ended December 31, Ended June 30, 2000 2001 2002 2003 2004 2004 2005 Statement of Operations Data(1): Revenues(2) $ 5,445.6 $ 5,318.9 $ 5,311.3 $ 5,386.3 $ 5,514.0 $ 2,710.2 $ 2,789.9 Cost of operations(2) 3,217.8 3,051.7 3,159.6 3,325.5 3,514.6 1,698.1 1,817.6 Selling, general and administrative expenses(2) 409.4 434.7 462.7 480.1 553.7 269.0 246.9 Depreciation and amortization 433.8 448.8 478.5 546.0 559.3 278.5 274.3 Goodwill amortization(3) 223.2 226.7 Non-cash (gain) loss on divestiture of assets(4) 26.5 107.0 (9.3 ) Operating income 1,134.9 1,050.0 1,219.8 1,034.7 886.4 464.6 451.1 Equity in earnings of unconsolidated affiliates (50.8 ) (14.1 ) Interest expense and other(5) 892.1 866.1 854.0 832.9 758.9 471.4 330.2 Income (loss) before income taxes 293.6 198.0 365.8 201.8 127.5 (6.8 ) 120.9 Income tax expense (benefit) 202.9 162.4 165.6 88.7 72.2 (3.7 ) 43.9 Minority interest 6.0 3.7 1.9 1.9 (2.7 ) 1.3 (0.7 ) Income from continuing operations $ 84.7 $ 31.9 $ 198.3 $ 111.2 $ 58.0 $ (4.4 ) $ 77.7 Basic EPS: Continuing Operations(6) $ 0.09 $ (0.21 ) $ 0.63 $ (2.36 ) $ 0.12 $ (0.05 ) $ 0.17 Weighted average common shares 188.8 189.6 190.2 203.8 315.0 314.4 324.2 Diluted EPS: Continuing Operations(6) $ 0.08 $ (0.21 ) $ 0.62 $ (2.36 ) $ 0.11 $ (0.05 ) $ 0.17 Weighted average common and common equivalent shares 191.1 189.6 193.5 203.8 319.7 314.4 327.6 Pro forma amounts, assuming the change in accounting principle is applied retroactively(7): Income from continuing operations $ 74.1 $ 20.1 $ 186.3

For the Six Months For the Year Ended December 31, Ended June 30, 2000 2001 2002 2003 2004 2004 2005 Other Data: Ratio of earnings to fixed charges(8) 1.3 x 1.2 x 1.4 x 1.2 x 1.2 x * 1.4 x Ratio of earnings to fixed charges and preferred stock dividends(8)(9) 1.0 x ** 1.2 x ** 1.1 x ** 1.2 x Statement of Cash Flows Data(1): Cash flows from operating activities $ 692.2 $ 847.6 $ 976.6 $ 783.9 $ 650.0 $ 184.4 $ 317.5 Cash flows used for investing activities (including asset purchases and sales, and capital expenditures) (196.4 ) (432.3 ) (519.5 ) (248.4 ) (537.9 ) (154.0 ) (280.7 ) Cash flows used for financing activities (including debt repayments) (592.7 ) (434.4 ) (487.5 ) (285.7 ) (489.2 ) (438.4 ) (35.5 ) Cash provided by discontinued operations 96.7 57.5 52.2 15.5 0.4 5.3 0.7 Balance Sheet Data(1): Cash and cash equivalents $ 119.2 $ 157.6 $ 179.4 $ 444.7 $ 68.0 $ 42.0 $ 70.0 Working capital (deficit) (344.7 ) (245.4 ) (377.7 ) (282.2 ) (834.1 ) (590.0 ) (557.1 ) Property and equipment, net 3,781.8 3,927.5 4,005.7 4,018.9 4,129.9 3,959.2 4,135.8 Goodwill, net 8,717.4 8,556.9 8,530.4 8,313.0 8,202.0 8,315.9 8,197.0 Total assets 14,513.6 14,347.1 13,928.9 13,860.9 13,493.9 13,386.1 13,594.7 Total debt 9,649.1 9,259.6 8,882.2 8,234.1 7,757.0 7,872.1 7,183.9 Series A preferred stock(8) 1,096.0 1,169.0 1,246.9 Stockholders equity(8) 671.6 585.8 689.1 2,517.7 2,604.9 2,527.6 3,341.6 Total debt to total capitalization (including preferred stock) 85 % 84 % 82 % 77 % 75 % 76 % 68 %

During 2004 and 2003, we sold or held for sale certain operations that met the criteria for reporting discontinued operations. The (1) selected financial data for all prior periods have been reclassified to include these operations as discontinued operations. Historically we have reported certain taxes imposed on landfill and transfer volumes as a reduction of revenue because they were viewed as pass through costs generally collected from customers. In addition, we reported a small but growing amount of administrative fees billed to customers as an offset to our administrative costs. Effective April 2005, we began recording all taxes that create direct obligations for us as operating expenses and recording fees billed to our customers as revenue. This presentation is in (2) accordance with Emerging Issues Task Force (EITF) Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent. The impact on prior period financial statements was not material. However, we opted to conform the prior years presentation of our revenues and expenses with the current years presentation by increasing revenue, cost of operations and selling, general and administrative expenses. These adjustments had no impact on our consolidated operating income, net income, earnings per share, cash flows, or any balance sheet caption for any previous periods. In accordance with Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets (SFAS 142), (3) amortization of goodwill ceased on January 1, 2002. The non-cash loss (gain) on divestiture of assets relate to divestitures of certain operations that were not operating in a manner (4) consistent with our business model. These divestitures are not included in discontinued operations. Effective January 1, 2003, we adopted SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement (5) No. 13, and Technical Corrections (SFAS 145). Previously, extraordi-

nary losses as a result of the write-off of deferred debt issuance costs and other costs incurred in connection with the early extinguishments of debt were properly classified as extraordinary. As a result of the adoption of SFAS 145, these expenses are now classified as interest expense and other. The pre-tax amounts reclassified were $21.9 million, $28.1 million and $16.8 million for the years ended December 31, 2000, 2001 and 2002, respectively. Cost incurred to early extinguish debt for the years ended December 31, 2003 and 2004 were $108.1 million and $156.2 million, respectively, and were $146.8 million and $62.4 million for the six months ended June 30, 2004 and 2005, respectively. During December 2003, all of the Series A Senior Convertible Preferred Stock was exchanged for 110.5 million shares of common stock. In connection with the exchange, we recorded a reduction to net income available to common shareholders of $496.6 million for (6) the fair value of the incremental shares of common stock issued to the holders of the preferred stock over the amount the holders would have received under the original conversion provisions. Pro forma amounts give effect to the change in our method of accounting for landfill retirement obligations upon adoption of (7) SFAS No. 143, Accounting for Asset Retirement Obligations (SFAS 143) on January 1, 2003, as if the provisions of SFAS 143 had been applied retroactively. (8) In December 2003, all of the Series A Senior Convertible Preferred Stock was exchanged for 110.5 million shares of common stock. For purposes of calculating the ratio of earnings to fixed charges and the ratio of earnings to fixed charges and preferred stock dividends, earnings consist of income from continuing operations before taxes and fixed charges for continuing operations (exclusive (9) of preferred stock dividends). For purposes of calculating both ratios, fixed charges include interest expense, capitalized interest and the interest component of rent expense. * Earnings were insufficient to cover fixed charges by $13.4 million for the six months ended June 30, 2004. Earnings were insufficient to cover fixed charges and preferred stock dividends by $292.9 million in 2001, $879.0 million in 2003, and ** $32.6 million for the six months ended June 30, 2004.

DESCRIPTION OF THE EXCHANGE NOTES The exchange notes will be issued pursuant to a supplemental indenture dated as of March 9, 2005, (the Supplemental Indenture) to our Indenture, dated December 23, 1998 (the Indenture), among Allied NA, Allied, as a Guarantor, the Subsidiary Guarantors and U.S. Bank National Association, as Trustee (the Trustee). The Indenture is by its terms subject to and governed by the Trust Indenture Act of 1939, as amended. The statements under this section of this prospectus relating to the notes and the Indenture are summaries and do not purport to be complete, and are subject to, and are qualified in their entirety by reference to, all the provisions of the Indenture (including the Supplemental Indenture), including the definitions therein of certain terms. References to the Indenture in this Description of the Exchange Notes include the Supplemental Indenture. Whenever defined terms or particular sections of the Indenture are referred to, such defined terms and sections are incorporated herein by reference. Copies of the Indenture and the registration rights agreement referred to below (see Registration Covenant; Exchange Offer) are available at the corporate trust office of the Trustee. The Security Agreements referred to under the caption Security define the terms of the pledges and other security interests that will secure the exchange notes. All references in this section to Allied NA refer solely to Allied Waste North America, Inc., the issuer of the notes, and to Allied refer solely to Allied Waste Industries, Inc., and not to their respective Subsidiaries. In addition, the terms notes, exchange notes and outstanding notes do not include any other debt securities that Allied may issue from time to time pursuant to a separate supplement to the same indenture governing the notes.

General Allied NA issued $600 million in aggregate principal amount of the outstanding notes to the Initial Purchasers on March 9, 2005. The Initial Purchasers sold the outstanding notes to qualified institutional buyers, as defined in Rule 144A under the Securities Act. The terms of the exchange notes are substantially identical to the terms of the outstanding notes. However, the exchange notes are not subject to transfer restrictions or registration rights unless held by certain broker-dealers, affiliates of Allied NA or certain other persons. See The Exchange Offer Transferability of the Exchange Notes. In addition, Allied NA does not plan to list the exchange notes on any securities exchange or seek quotation on any automated quotation system. The outstanding notes are listed on Nasdaqs PORTAL system. The exchange notes will be general obligations of Allied NA, secured by an equal and ratable security interest in the stock of substantially all of BFIs Subsidiaries and assets of BFI, its Restricted Subsidiaries and certain of our other wholly-owned subsidiaries to the extent granted as collateral for the BFI Notes, the Allied NA Senior Notes and any other indebtedness of Allied NA or any of its Restricted Subsidiaries other than the Credit Facility. The exchange notes will be pari passu in right of payment to all other unsubordinated Debt of Allied NA, including Allied NAs obligations under the Credit Facility, but are effectively subordinated to borrowings under the Credit Facility to the extent that the collateral securing the Credit Facility, including all assets of Allied other than assets of BFI, its Restricted Subsidiaries and certain of our other wholly-owned subsidiaries does not also secure the exchange notes. Our Credit Facility is secured by the stock of substantially all of our subsidiaries and a security interest in substantially all of our assets. As of June 30, 2005, the book value of assets of the entities whose stock serves as collateral for the notes was approximately $8.6 billion, which represents approximately 63% of our consolidated assets. The trustee for the Indenture will not control the collateral. The collateral securing the exchange notes will be held and controlled by the collateral trustee for the equal and ratable benefit of all the holders of our senior secured debt. In addition, liens on the collateral securing the exchange notes will be released to the extent such collateral no longer secures any indebtedness of Allied or its Restricted Subsidiaries (other than under the Credit Facility). Exchange notes in an aggregate principal amount of up to $600.0 million will be issued in this exchange offer. Additional notes may be issued from time to time under the Indenture, subject to the provisions of the Indenture, including those described below under the caption Certain Covenants Limitation on Consolidated Debt. Any such additional notes may be part of the same class and

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents series (including with respect to voting) as the exchange notes issued in this exchange offer. The exchange notes to be issued in this exchange offer will form their own series of notes for voting purposes and will not be part of the same class or series as any other senior notes, or the related exchange notes, issued by Allied NA. The exchange notes will be fully and unconditionally guaranteed on a senior basis by Allied (such guarantee, the Parent Guarantee). The exchange notes will also be fully and unconditionally guaranteed by any existing Restricted Subsidiary of Allied NA that guarantees the Credit Facility, and Allied NA will covenant to cause any Restricted Subsidiaries acquired or created in the future that guarantee the Credit Facility to fully and unconditionally guarantee the exchange notes, in each case jointly and severally on a senior basis (such guarantees, the Subsidiary Guarantees by the Subsidiary Guarantors, and, together with the Parent Guarantee, the Senior Guarantees by the Guarantors ). The Senior Guarantees will be released under certain circumstances described below under Guarantees. As of the date of the Supplemental Indenture, all of Allied NAs Subsidiaries (other than the Special Purpose Subsidiaries) are Restricted Subsidiaries. Under certain circumstances, Allied NA will be able to designate current or future Subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be subject to many of the restrictive covenants set forth in the Indenture. See Certain Covenants Unrestricted Subsidiaries. The exchange notes will be effectively subordinated to all existing and future indebtedness and other liabilities (including trade payables and capital lease obligations) of Allied NAs Subsidiaries (if any) that are not Guarantors, including the Special Purpose Subsidiaries, and would be so subordinated to all existing and future indebtedness of the Subsidiary Guarantors if the Subsidiary Guarantees were avoided or subordinated in favor of the Subsidiary Guarantors other creditors or if the Subsidiary Guarantors are released from their Subsidiary Guarantees as described under Guarantees.

Maturity, Interest and Payments The exchange notes will mature on March 15, 2015. The exchange notes will bear interest at the rate per annum shown on the front cover of this prospectus from the date of original issuance (the Issue Date) or from the most recent interest Payment Date to which interest has been paid or provided for, payable semiannually on March 15 and September 15 of each year, commencing September 15, 2005, until the principal thereof is paid or made available for payment, to the Person in whose name the note (or any predecessor note) is registered at the close of business on the preceding March 1 or September 1, as the case may be. The exchange notes will bear interest on overdue principal and premium (if any) and, to the extent permitted by law, overdue interest at the rate per annum shown on the front cover of this prospectus plus 2%. Interest on the exchange notes will be computed on the basis of a 360-day year of twelve 30-day months. The principal of (and premium, if any) and interest on the exchange notes will be payable, and the transfer of exchange notes will be registrable, at the office or agency of the Trustee in The Borough of Manhattan, The City of New York. In addition, payment of interest may, at the option of Allied NA, be made by check mailed to the address of the Person entitled thereto as it appears in the Security Register, provided, however, that all payments of the principal (and premium, if any) and interest on exchange notes the Holders of which have given wire transfer instructions to Allied NA or its agent at least 10 Business Days prior to the applicable payment date will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. No service charge will be made for any registration of transfer or exchange of exchange notes, but Allied NA may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Optional Redemption The exchange notes will not be subject to any redemption at the option of Allied NA except as set forth in the following paragraphs.

The exchange notes will be subject to redemption, at the option of Allied NA, in whole or in part, at any time, upon not less than 10 nor more than 60 days notice mailed to each Holder of exchange notes to be redeemed at such Holders address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at a redemption price equal to the greater of: (1) 100% of their principal amount or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to maturity on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 50 basis points, plus in each case accrued but unpaid interest (including Special Interest) to but excluding the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).

1 At any time, or from time to time, prior to March 15, 2008, up to 33 /3% in aggregate principal amount of the exchange notes originally issued, together with the issuances of any additional notes, under the Indenture will be redeemable, at the option of Allied NA, from the net proceeds of one or more Public Offerings of Capital Stock (other than Redeemable Interests) of Allied, at a redemption price equal to 107.25% of the principal amount thereof, together with accrued but unpaid interest to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date); provided that the notice of redemption with respect to any such redemption is mailed within 30 days following the closing of the corresponding Public Offering. On or after March 15, 2010, Allied NA may redeem some or all of the exchange notes upon not less than 30 nor more than 60 days notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest (including Special Interest), if any, on the exchange notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below:

Year Percentage 2010 103.625% 2011 102.417% 2012 101.208% 2013 and thereafter 100.000%

Selection and Notice If less than all the exchange notes are to be redeemed, the particular exchange notes to be redeemed will be selected not more than 60 days prior to the Redemption Date by the Trustee, from the outstanding exchange notes not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $1,000 or any integral multiples thereof) of the principal amount of such exchange notes of a denomination larger than $1,000.

Mandatory Redemption Except as described below under Repurchase at the Option of Holders Asset Dispositions and Change of Control, the exchange notes will not have the benefit of any mandatory redemption or sinking fund obligations of Allied NA.

Repurchase at the Option of Holders Asset Dispositions Allied NA may not make, and may not permit any Restricted Subsidiary to make, any Asset Disposition unless: (i) Allied NA (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such disposition at least equal to the fair market value of the shares or the assets disposed of, as determined in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $10 million and not involving the sale of equipment or other assets specifically contemplated by Allied NAs capital expenditure budget previously approved by the Board of Directors; (ii) at least 75% (or any lesser amount as provided below) of the consideration received by Allied NA (or such Restricted Subsidiary) consists of: (A) cash or readily marketable cash equivalents, (B) the assumption of Debt or other liabilities reflected on the consolidated balance sheet of Allied NA and its Restricted Subsidiaries in accordance with generally accepted accounting principles (excluding Debt or any other liabilities subordinate in right of payment to the exchange notes) and release from all liability on such Debt or other liabilities assumed, (C) assets used in, or stock or other ownership interests in a Person that upon the consummation of such Asset Disposition becomes a Restricted Subsidiary and will be principally engaged in, the business of Allied NA or any of its Restricted Subsidiaries as such business is conducted immediately prior to such Asset Disposition, (D) any securities, notes or other obligations received by Allied NA or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Allied NA or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of cash and Cash Equivalents received), (E) any Designated Non-cash Consideration received pursuant to this clause (E) that is at the time outstanding, not to exceed 15% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), or (F) any combination thereof; and (iii) 100% of the Net Available Proceeds from such Asset Disposition (including from the sale of any marketable cash equivalents received therein) are applied by Allied NA or a Restricted Subsidiary as follows: (A) first, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Proceeds, to repayment of Debt of Allied NA or its Restricted Subsidiaries then outstanding under the Credit Facility which would require such application or which would prohibit payments pursuant to clause (B) following; (B) second, to the extent Net Available Proceeds are not required to be applied as specified in clause (A), to purchases of outstanding notes and other Debt of Allied NA that ranks pari passu in right of payment to the notes (on a pro rata basis based upon the outstanding aggregate principal amount thereof) pursuant to an offer to purchase (to the extent such an offer is not prohibited by the terms of the Credit Facility then in effect) at a purchase price equal to 100% of the principal amount thereof plus accrued interest to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the purchase date); and

(C) third, to the extent of any remaining Net Available Proceeds following completion of such offer to purchase, to any other use as determined by Allied NA which is not otherwise prohibited by the Indenture; and provided further that the 75% limitation referred to in clause (ii) above will not apply to any Asset Disposition if the consideration received therefrom, as determined in good faith by Allied NAs Board of Directors, is equal to or greater than what the after-tax proceeds would have been had the Asset Disposition complied with the aforementioned 75% limitation. Notwithstanding the foregoing, Allied NA will not be required to comply with the provisions of the Indenture described in clause (iii) of the preceding paragraph: (i) if the Net Available Proceeds (Reinvested Amounts) are invested or committed to be invested within one year from the later of the date of the related Asset Disposition or the receipt of such Net Available Proceeds in assets that will be used in the business of Allied NA or any of its Restricted Subsidiaries as such business is conducted prior to such Asset Disposition (determined by the Board of Directors in good faith) or (ii) to the extent Allied NA elects to redeem the notes with the Net Available Proceeds pursuant to any of the provisions described under Optional Redemption. Notwithstanding the foregoing, Allied NA will not be required to comply with the requirements described in clause (ii) of the second preceding paragraph if the Asset Disposition is an Excepted Disposition. Any offer to purchase required by the provisions described above will be effected by the sending of the written terms and conditions thereof (the Offer Document), by first class mail, to Holders of the notes within 30 days after the date which is one year after the later of the date of such Asset Disposition or the receipt of the related Net Available Proceeds. The form of the offer to purchase and the requirements that a Holder must satisfy to tender any note pursuant to such offer to purchase are substantially the same as those described below under Change of Control.

Change of Control Within 30 days following the date Allied NA becomes aware of the consummation of a transaction that results in a Change of Control (as defined below), Allied NA will commence an offer to purchase all outstanding notes, at a purchase price equal to 101% of their aggregate principal amount plus accrued interest, if any, to the date of purchase (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the date of purchase). Such obligation will not continue after a discharge of Allied NA or defeasance from its obligations with respect to the exchange notes. See Defeasance. A Change of Control will be deemed to have occurred in the event that, after the date of the Supplemental Indenture, (1) so long as Allied NA is a Subsidiary of Allied: (a) any Person, or any Persons (other than a Permitted Allied Successor, as defined below), acting together that would constitute a Group (a Group) for purposes of Section 13(d) of the Exchange Act, together with any Affiliates or Related Persons thereof (other than any employee stock ownership plan), beneficially own 50% or more of the total voting power of all classes of Voting Stock of Allied, (b) any Person or Group, together with any Affiliates or Related Persons thereof, succeeds in having a sufficient number of its nominees who have not been approved by the Continuing Directors elected to the Board of Directors of Allied such that such nominees, when added to any existing director remaining on the Board of Directors of Allied after such election who is an Affiliate or Related Person of such Person or Group, will constitute a majority of the Board of Directors of Allied, or

(c) there occurs any transaction or series of related transactions other than a merger, consolidation or other transaction with a Related Business in which the shareholders of Allied immediately prior to such transaction (or series) receive: (i) solely Voting Stock of Allied (or its successor or parent, as the case may be), (ii) cash, securities and other property in an amount which could be paid by Allied NA as a Restricted Payment under the Indenture after giving pro forma effect to such transaction, or (iii) a combination thereof, and the beneficial owners of the Voting Stock of Allied immediately prior to such transaction (or series) do not, immediately after such transaction (or series), beneficially own Voting Stock representing more than 50% of the total voting power of all classes of Voting Stock of Allied (or in the case of a transaction (or series) in which another entity becomes a successor to, or parent of, Allied, of the successor or parent entity), (2) if Allied NA is not a Subsidiary of Allied: (a) any Person, or any Persons (other than a Permitted Allied Successor, as defined below), acting together that would constitute a Group (a Group) for purposes of Section 13(d) of the Exchange Act, together with any Affiliates or Related Persons thereof (other than any employee stock ownership plan) beneficially own 50% or more of the total voting power of all classes of Voting Stock of Allied NA, (b) any Person or Group, together with any Affiliates or Related Persons thereof, succeeds in having a sufficient number of its nominees who have not been approved by the Continuing Directors elected to the Board of Directors of Allied NA such that such nominees, when added to any existing director remaining on the Board of Directors of Allied NA after such election who is an Affiliate or Related Person of such Person or Group, will constitute a majority of the Board of Directors of Allied NA, or (c) there occurs any transaction or series of related transactions other than a merger, consolidation or other transaction with a Related Business in which the shareholders of Allied NA immediately prior to such transaction (or series) receive: (i) solely Voting Stock of Allied NA (or its successor or parent, as the case may be), (ii) cash, securities and other property in an amount which could be paid by Allied NA as a Restricted Payment under the Indenture after giving pro forma effect to such transaction, or (iii) a combination thereof, and the beneficial owners of the Voting Stock of Allied NA immediately prior to such transaction (or series) do not, immediately after such transaction (or series), beneficially own Voting Stock representing more than 50% of the total voting power of all classes of Voting Stock of Allied NA (or in the case of a transaction (or series) in which another entity becomes a successor to Allied NA, of the successor entity). Allied NA will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the exchange notes resulting from a Change of Control. The terms of the Credit Facility prohibit any repurchase of notes by Allied NA in the event of a Change of Control, unless all indebtedness then outstanding under the Credit Facility is first repaid. In order to repay such indebtedness and repurchase the notes, it may be necessary for Allied NA to recapitalize and/or refinance some or all of its outstanding indebtedness. There can be no assurance that such recapitalization or refinancing, if required, would be accomplished on favorable terms, in a timely manner or at all. Were any obligation of Allied NA to repurchase notes upon a Change of Control to result in a default under the Credit Facility, Allied NA may not have sufficient assets to satisfy its obligations under the Credit Facility and the Indenture. See Risk Factors We may not be able to repurchase exchange notes upon a change of control which would be an event of default under the indenture.

Within 30 days of a Change of Control, an Offer Document will be sent, by first class mail, to Holders of the notes, accompanied by such information regarding Allied NA and its Subsidiaries as Allied NA in good faith believes will enable such Holders to make an informed decision with respect to the offer to purchase, which at a minimum will include or incorporate by reference: (1) the most recent annual and quarterly financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations and contained in the documents required to be filed with the Trustee pursuant to the provisions described under Certain Covenants Provision of Financial Information below (which requirements may be satisfied by delivery of such documents together with the offer to purchase); and (2) any other information required by applicable law to be included therein. Each Offer Document will contain all instructions and materials necessary to enable Holders of the notes to tender such notes pursuant to the offer to purchase. Each Offer Document will also state: (1) that a Change of Control has occurred (or, if the offer to purchase is delivered in connection with an Asset Disposition, that an Asset Disposition has occurred) and that Allied NA will offer to purchase the Holders notes; (2) the Expiration Date of the offer to purchase, which will be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of such Offer Document; (3) the Purchase Date for the purchase of notes which will be within five Business Days after the Expiration Date; (4) the aggregate principal amount of notes to be purchased (including, if less than 100%, the manner by which such purchase has been determined pursuant to the Indenture); (5) the purchase price; and (6) a description of the procedure which a Holder must follow to tender all or any portion of the notes. To tender any note, a Holder must surrender such note at the place or places specified in the Offer Document prior to the close of business on the Expiration Date (such note being, if Allied NA or the Trustee so requires, duly endorsed by, or accompanied by a written instrument or transfer in form satisfactory to Allied NA and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing). Holders will be entitled to withdraw all or any portion of notes tendered if Allied NA (or its Paying Agent) receives, not later than the close of business on the Expiration Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the note and Holder tendered, the certificate number of the note the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender. Any portion of a note tendered must be tendered in an integral multiple of $1,000 principal amount.

Security The notes will be secured by a first priority lien on: (1) all of the Capital Stock of BFIs domestic Restricted Subsidiaries (the Domestic Pledged Stock); (2) 65% of the Capital Stock of BFIs foreign Restricted Subsidiaries (the Foreign Pledged Stock); and (3) all tangible and intangible assets (other than real property) currently owned by BFI and substantially all of its domestic Restricted Subsidiaries and certain tangible and intangible assets of certain of our other wholly-owned subsidiaries (collectively, the Assets). The Domestic Pledged Stock, the Foreign Pledged Stock and the Assets are referred to collectively as the Collateral.

BFI and its Subsidiaries that own the Collateral entered into a Shared Collateral Pledge Agreement, dated July 30, 1999 and amended and restated as of April 29, 2003, among Allied NA, BFI and certain of its Subsidiaries and JPMorgan Chase Bank, N.A., as collateral trustee thereunder (the collateral trustee) (as amended, the Pledge Agreement), a Shared Collateral Security Agreement, dated July 30, 1999 and amended and restated as of April 29, 2003, among Allied NA, BFI and certain of its Subsidiaries and the collateral trustee (as amended, the Security Agreement), and a Collateral Trust Agreement, dated July 30, 1999 and amended and restated as of April 29, 2003, among Allied NA, BFI and certain of its Subsidiaries and the collateral trustee (as amended, the Collateral Trust Agreement and, together with the Pledge Agreement and the Security Agreement, the Security Agreements). The Security Agreements provided for the grant by BFI and its Subsidiaries that own the Collateral to the collateral trustee for the ratable benefit of the Holders of the senior notes of a pledge of, or a security interest in, as the case may be, the Collateral. The Security Agreements will secure the payment and performance when due of all of the obligations of Allied NA under the Indenture, the notes and the Subsidiary Guarantees. The security interests in the Collateral in favor of the notes will be released: (1) upon the full and final payment and performance of all obligations of Allied NA under the Indenture and the notes; (2) upon the release of the Lien on the Collateral securing the BFI Notes, the Allied NA Senior Notes and all other indebtedness of Allied and its Restricted Subsidiaries (other than under the Credit Facility); or (3) upon the sale of any such Collateral in accordance with the applicable provisions of the Indenture. On June 30, 2005, the Collateral securing the notes also secured approximately $3.7 billion of obligations of Allied NA which mature between 2008 and 2014, approximately $540.1 million of notes issued by BFI which mature between 2008 and 2035, a portion of our solid waste revenue bond obligations and approximately $1.4 billion of debt under the Credit Facility. For a discussion of the risks relating to the Collateral securing the notes, see Risk Factors The indenture trustee will not control the collateral and the exchange notes may become unsecured or the collateral securing the exchange notes may be released or diluted under certain circumstances.

Guarantees The Guarantors will, jointly and severally, on a senior basis, unconditionally guarantee the due and punctual payment of principal of (and premium, if any) and interest on the notes, when and as the same shall become due and payable, whether at the maturity date, by declaration of acceleration, call of redemption or otherwise. The Senior Guarantees of each Guarantor will remain in effect until the entire principal of, premium, if any, and interest on the notes shall have been paid in full or otherwise discharged in accordance with the provisions of the Indenture; provided, however, that if: (i) with respect to each Guarantor, the notes are defeased and discharged as described under clause (A) under Defeasance, or (ii) with respect to each Subsidiary Guarantor, such Subsidiary Guarantor: (x) ceases to be a Restricted Subsidiary, or (y) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by issuance, merger, consolidation or otherwise) by Allied NA or any of its Subsidiaries in a transaction constituting an Asset Disposition and the Net Available Proceeds from such Asset Disposition are used in accordance with the provisions described under Repurchase at the Option of Holders Asset Dispositions, or

(z) ceases to be a guarantor under, or to pledge any of its assets to secure obligations under, the Credit Facility, then in each case of (i) and (ii) above, such Guarantor or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and discharged of its Senior Guarantee obligations.

Certain Covenants Changes in Covenants When Notes are Rated Investment Grade Following the first date upon which the notes are rated the following: (i) Baa3 or better by Moodys Investors Service, Inc. (Moodys) and BB+ or better by Standard & Poors Ratings Group (S&P); or (ii) BBB- or better by S&P and Ba1 or better by Moodys (a Rating Event) (or, in any case, if such person ceases to rate the notes for reasons outside of the control of Allied NA, the equivalent investment grade credit rating from any other nationally recognized statistical rating organization (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) selected by Allied NA as a replacement agency) (the Rating Event Date) (and provided no Event of Default or event that with notice or the passage of time would constitute an Event of Default shall exist on the Rating Event Date), the covenants specifically listed under Repurchase at the Option of Holders Asset Dispositions, Certain Covenants Limitation on Consolidated Debt, Limitation on Restricted Payments, Limitations Concerning Distributions by Subsidiaries, Etc., Limitation on Transactions with Affiliates and Related Persons and Unrestricted Subsidiaries in this prospectus will no longer be applicable to the notes. There can be no assurance that a Rating Event Date will occur or, if one occurs, that the notes will continue to maintain an investment grade rating. In addition, at no time after a Rating Event Date will the provisions and covenants contained in the Indenture at the time of the issuance of the notes that cease to be applicable after the Rating Event Date be reinstated. The Indenture contains, among others, the following covenants:

Limitation on Consolidated Debt Allied NA may not incur any Debt and may not permit Restricted Subsidiaries to Incur any Debt or issue Preferred Stock unless, immediately after giving effect to the Incurrence of such Debt or issuance of such Preferred Stock and the receipt and application of the proceeds thereof, the Consolidated EBITDA Coverage Ratio of Allied NA for the four full fiscal quarters next preceding the Incurrence of such Debt or issuance of such Preferred Stock, calculated on a pro forma basis if such Debt had been Incurred or such Preferred Stock had been issued and the proceeds thereof had been received and so applied at the beginning of the four full fiscal quarters, would be greater than 2.0 to 1.0. Without regard to the foregoing limitations, Allied NA or any restricted Subsidiary of Allied NA may Incur the following Debt: (i) Debt under the Credit Facility in an aggregate principal amount at any one time outstanding not to exceed the amount permitted to be borrowed thereunder, (ii) Debt evidenced by the senior notes and the Senior Guarantees; (iii) Debt owed by Allied NA to any Restricted Subsidiary or Debt owed by a Restricted Subsidiary to Allied NA or to a Restricted Subsidiary; provided, however, that in the event that either: (x) Allied NA or the Restricted Subsidiary to which such Debt is owed transfers or otherwise disposes of such Debt to a Person other than Allied NA or another Restricted Subsidiary, or (y) such Restricted Subsidiary ceases to be a Restricted Subsidiary, the provisions of this clause (iii) shall no longer be applicable to such Debt and such Debt shall be deemed to have been incurred at the time of such transfer or other disposition or at the time such Restricted Subsidiary ceases to be a Restricted Subsidiary,

(iv) Debt outstanding on the date of the Supplemental Indenture; (v) Debt Incurred in connection with an acquisition, merger or consolidation transaction permitted under the provisions of the Indenture described under Mergers, Consolidations and Certain Sales of Assets, which Debt: (x) was issued by a Person prior to the time such Person becomes a Restricted Subsidiary in such transaction (including by way of merger or consolidation with Allied NA or another Restricted Subsidiary) and was not issued in contemplation of such transaction, or (y) is issued by Allied NA or a Restricted Subsidiary to a seller in connection with such transaction, in an aggregate amount for all such Debt issued pursuant to the provisions of the Indenture described under this clause (v) and then outstanding does not exceed 7.5% of the Consolidated Total Assets of Allied NA at the time of such Incurrence; (vi) Debt consisting of Permitted Interest Rate or Currency Protection Agreements; (vii) Debt Incurred to renew, extend, refinance or refund any outstanding Debt permitted in the preceding paragraph or in clauses (i) through (v) above or Incurred pursuant to this clause (vii); provided, however, that such Debt does not exceed the principal amount of Debt so renewed, extended, refinanced or refunded (plus the amount of any premium and accrued interest, plus customary fees, consent payments, expenses and costs relating to the Debt so renewed, extended, refinanced or refunded) (Permitted Refinancing Debt); and (viii) Debt not otherwise permitted to be Incurred pursuant to clauses (i) through (vii) above, which, in aggregate amount, together with the aggregate amount of all other Debt previously Incurred pursuant to the provisions of the Indenture described under this clause (viii) and then outstanding, does not exceed 7.5% of the Consolidated Total Assets of Allied NA at the time of such Incurrence.

Limitation on Restricted Payments Allied NA may not, and may not permit any Restricted Subsidiary to, directly or indirectly: (i) declare or pay any dividend, or make any distribution, of any kind or character (whether in cash, property or securities) in respect of the Capital Stock of Allied NA or any Restricted Subsidiary or to the Holders thereof in their capacity as such, excluding: (x) any dividends or distributions to the extent payable in shares of the Capital Stock of Allied NA (other than Redeemable Interests) or in options, warrants or other rights to acquire the Capital Stock of Allied NA (other than Redeemable Interests), (y) dividends or distributions by a Restricted Subsidiary to Allied NA or another Wholly-Owned Restricted Subsidiary, and (z) the payment of pro rata dividends by a Restricted Subsidiary to Holders of both minority and majority interests in such Restricted Subsidiary; (ii) purchase, redeem or otherwise acquire or retire for value: (a) any Capital Stock of Allied NA or any Capital Stock of or other ownership interests in any Subsidiary or any Affiliate or Related Person of Allied NA, or (b) any options, warrants or rights to purchase or acquire shares of Capital Stock of Allied NA or any Capital Stock of or other ownership interests in any Subsidiary or any Affiliate or Related Person of Allied NA, excluding, in each case of (a) and (b), the purchase, redemption, acquisition or retirement by any Restricted Subsidiary of any of its Capital Stock, other ownership interests or options, warrants or rights to purchase such Capital Stock or other ownership interests, in each case, owned by Allied NA or a Wholly-Owned Restricted Subsidiary;

(iii) make any Investment that is not a Permitted Investment; or (iv) redeem, defease, repurchase, retire or otherwise acquire or retire for value prior to any scheduled maturity, repayment or sinking fund payment, Debt of Allied NA that is subordinate in right of payment to the notes, (each of the transactions described in clauses (i) through (iv) being a Restricted Payment), if: (1) an Event of Default, or an event that with the lapse of time or the giving of notice, or both, would constitute an Event of Default, shall have occurred and be continuing; or (2) Allied NA would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the most recently ended four full fiscal quarter period for which internal financial statements are available immediately preceding the date of such Restricted Payment, not have been permitted to Incur at least $1.00 of additional Debt pursuant to the Consolidated EBITDA Coverage Ratio test set forth in the first paragraph under Limitation on Consolidated Debt above; or (3) upon giving effect to such Restricted Payment, the aggregate of all Restricted Payments (excluding Restricted Payments permitted by clauses (ii), (iii), (iv), and (vi) of the next succeeding paragraph) from the date of the Supplemental Indenture (the amount so expended, if other than in cash, determined in good faith by the Board of Directors) exceeds the sum, without duplication, of: (a) 50% of the aggregate Consolidated Net Income (or, in case Consolidated Net Income shall be negative, less 100% of such deficit) for the period (taken as one accounting period) from the beginning of the second quarter of fiscal year 2001 to the end of Allied NAs most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment; (b) 100% of the aggregate net cash proceeds from the issuance and sale to Allied of Capital Stock (other than Redeemable Interests) of Allied NA and options, warrants or other rights to acquire Capital Stock (other than Redeemable Interests and Debt convertible into Capital Stock) of Allied NA and the principal amount of Debt and Redeemable Interests of Allied NA that has been converted into Capital Stock (other than Redeemable Interests) of Allied NA after January 30, 2001, provided that any such net proceeds received by Allied NA from an employee stock ownership plan financed by loans from Allied NA or a Subsidiary of Allied NA shall be included only to the extent such loans have been repaid with cash on or prior to the date of determination; (c) 50% of any dividends received by Allied NA or a Wholly-Owned Restricted Subsidiary after January 30, 2001 from an Unrestricted Subsidiary of Allied NA; and (d) $300 million. The foregoing covenant will not be violated by reason of: (i) the payment of any dividend within 60 days after declaration thereof if at the declaration date such payment would have complied with the foregoing covenant; (ii) any refinancing or refunding of Debt permitted if such refinancing or refunding is permitted pursuant to clause (vii) of the second paragraph under Limitation on Consolidated Debt above; (iii) the purchase, redemption or other acquisition or retirement for value of any Debt or Capital Stock of Allied NA or any options, warrants or rights to purchase or acquire shares of Capital Stock of Allied NA in exchange for, or out of the net cash proceeds of, the substantially concurrent issuance or sale (other than to a Restricted Subsidiary of Allied NA) of Capital Stock (other than Redeemable Interests) of Allied NA; provided that the amount of any such net cash proceeds that are utilized for any such purchase, redemption or other acquisition or retirement for value shall be excluded from Clause (3)(b) in the foregoing paragraph, substantially concurrent issuance or sale (other than to a

Restricted Subsidiary of Allied NA) of Capital Stock (other than Redeemable Interests) of Allied NA; provided that the amount of any such net cash proceeds that are utilized for any such purchase, redemption or other acquisition or retirement for value shall be excluded from clause (3)(b) in the foregoing paragraph; (iv) the repurchase, redemption, defeasance, retirement, refinancing or acquisition for value or payment of principal of any subordinated Debt or Capital Stock through the issuance of new subordinated Debt or Capital Stock of Allied NA; (v) the repurchase of any subordinated Debt at a purchase price not greater than 101% of the principal amount of such subordinated Debt in the event of a Change of Control pursuant to a provision similar to the Repurchase at the Option of Holders Change of Control covenant; provided that prior to such repurchase Allied NA has made the Change of Control Offer as provided in such covenant with respect to the exchange notes and repurchased all exchange notes validly tendered for repayment in connection with such Change of Control Offer; (vi) the purchase or redemption of any Debt from Net Available Proceeds to the extent permitted under Repurchase at the Option of Holders Asset Dispositions; (vii) the repurchase, redemption, defeasance, retirement, refinancing or acquisition for value of the principal of the Subordinated Notes; and (viii) payments pursuant to the Intercompany Agreements. Upon the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, an amount equal to the greater of the book value and the fair market value of all assets of such Restricted Subsidiary at the end of Allied NAs most recently ended fiscal quarter for which internal financial statements are available prior to such designation will be deemed to be a Restricted Payment at the time of such designation for purposes of calculating the aggregate amount of Restricted Payments (including the Restricted Payment resulting from such designation) permitted under provisions described in the second preceding paragraph.

Limitations Concerning Distributions by Subsidiaries, Etc. Allied NA may not, and may not permit any Restricted Subsidiary to, suffer to exist any consensual encumbrance or restriction on the ability of such Restricted Subsidiary: (i) to pay, directly or indirectly, dividends or make any other distributions in respect of its Capital Stock or other ownership interests or pay any Debt or other obligation owed to Allied NA or any other Restricted Subsidiary; (ii) to make loans or advances to Allied NA or any other Restricted Subsidiary; or (iii) to sell, lease or transfer any of its property or assets to Allied NA or any Wholly-Owned Restricted Subsidiary. The preceding restrictions will not apply to any encumbrance or restriction existing pursuant to: (a) the notes, the Indenture, the Senior Guarantees or any other agreement in effect on the date of the Supplemental Indenture; (b) the Credit Facility, including any Guarantees of or Liens securing the Debt Incurred thereunder; (c) an agreement relating to any Debt Incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by Allied NA and outstanding on such date and not incurred in anticipation of becoming a Subsidiary; (d) an agreement which has been entered into for the pending sale or disposition of all or substantially all of the Capital Stock, other ownership interests or assets of such Subsidiary, provided that

such restriction terminates upon consummation or abandonment of such disposition and upon termination of such agreement; (e) customary non-assignment provisions in leases and other agreements entered into in the ordinary course of business; (f) restrictions contained in any security agreement (including a capital lease) securing Debt permitted to be Incurred under the Indenture that impose restrictions of the nature described in clause (iii) above on the property subject to the Lien of such security agreement; (g) an agreement effecting a renewal, extension, refinancing or refunding of Debt incurred pursuant to an agreement referred to in clause (a), (b) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in such renewal, extension, refinancing or refunding agreement are no more restrictive in any material respect than the provisions contained in the agreement it replaces, as determined in good faith by the Board of Directors; or (h) resulting from applicable corporate law or regulation relating to the payment of dividends or distributions.

Limitation on Liens Allied may not, and Allied NA may not, permit any of its Restricted Subsidiaries to, create, Incur, assume or otherwise cause or suffer to exist or become effective any Lien (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired to secure Debt of Allied, Allied NA or any of its Restricted Subsidiaries.

Limitation on Transactions with Affiliates and Related Persons The Indenture provides that Allied NA will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Allied NA (each of the foregoing, an Affiliate Transaction), unless: (a) such Affiliate Transaction is on terms that are no less favorable to Allied NA or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by Allied NA or such Restricted Subsidiary with an unrelated Person and (b) Allied NA delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10 million, either: (i) a resolution of the Board of Directors set forth in an Officers Certificate certifying that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; or (ii) an opinion as to the fairness to Allied NA or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (a) customary directors fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by Allied NA or any of its Restricted Subsidiaries in the ordinary course of business including ordinary course loans to employees not to exceed: (i) $5 million outstanding in the aggregate at any time, and (ii) $2 million to any one employee and consistent with the past practice of Allied NA or such Restricted Subsidiary;

(b) loans by Allied NA and its Restricted Subsidiaries to employees of Allied or any of its Subsidiaries in connection with management incentive plans not to exceed $25 million at any time outstanding, provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of: (i) Allied NA from Allied NA, or (ii) Allied from Allied if and to the extent that Allied utilizes the proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of Allied NA; (c) transactions between or among Allied NA and/or its Restricted Subsidiaries; (d) payments of customary fees by Allied NA or any of its Restricted Subsidiaries to investment banking firms and financial advisors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by a majority of the Board of Directors in good faith; (e) any agreement as in effect on the date of the Supplemental Indenture or any amendment thereto (so long as such amendment is not disadvantageous to the Holders of the notes in any material respect) or any transaction contemplated thereby; and (f) Restricted Payments that are permitted by the provisions of the Supplemental Indenture described under the caption Limitation on Restricted Payments.

Provision of Financial Information Whether or not Allied is required to be subject to Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto, Allied NA (or Allied for so long as Allied NA is a Wholly-Owned Subsidiary of Allied) will file with the SEC the annual reports, quarterly reports and other documents which Allied NA (or Allied for so long as Allied NA is a Wholly-Owned Subsidiary of Allied) would have been required to file with the SEC pursuant to such Section 13(a) or 15(d) or any successor provision thereto if Allied NA (or Allied for so long as Allied NA is a Wholly-Owned Subsidiary of Allied) were so required, such documents to be filed with the SEC on or prior to the respective dates (the Required Filing Dates) by which Allied NA would have been required so to file such documents if Allied NA were so required. Allied NA shall also in any event: (a) within 15 days of each Required Filing Date file with the Trustee copies of the annual reports, quarterly reports and other documents which Allied NA (or Allied for so long as Allied NA is a Wholly-Owned Subsidiary of Allied) filed with the SEC pursuant to such Section 13(a) or 15(d) or any successor provisions thereto or would have been required to file with the SEC pursuant to such Section 13(a) or 15(d) or any successor provisions thereto if Allied NA (or Allied for so long as Allied NA is a Wholly-Owned Subsidiary of Allied) were required to comply with such Sections, and (b) if filing such documents by Allied NA (or Allied for so long as Allied NA is a Wholly-Owned Subsidiary of Allied) with the SEC is not permitted under the Exchange Act, promptly upon written request supply copies of such documents to any prospective Holder.

Unrestricted Subsidiaries Allied NA at any time may designate any Person that is a Subsidiary, or after the date of the Supplemental Indenture becomes a Subsidiary, of Allied NA as an Unrestricted Subsidiary, whereupon (and until such Person ceases to be an Unrestricted Subsidiary) such Person and each other Person that is then or thereafter becomes a Subsidiary of such Person will be deemed to be an Unrestricted Subsidiary. In addition, Allied NA may at any time terminate the status of any Unrestricted Subsidiary as an Unrestricted Subsidiary, whereupon such Subsidiary and each other Subsidiary of Allied NA (if any) of which such Subsidiary is a Subsidiary will be a Restricted Subsidiary.

Notwithstanding the foregoing, no change in the status of a Subsidiary of Allied NA from a Restricted Subsidiary to an Unrestricted Subsidiary or from an Unrestricted Subsidiary to a Restricted Subsidiary will be effective, and no Person may otherwise become a Restricted Subsidiary, if: (i) in the case of any change in status of a Restricted Subsidiary to an Unrestricted Subsidiary, the Restricted Payment resulting from such change, would violate the provisions of the Indenture described under clause (3) of the first paragraph under Limitation on Restricted Payments above; or (ii) such change or other event would otherwise result (after the giving of notice or the lapse of time, or both) in an Event of Default. In addition and notwithstanding the foregoing, no Restricted Subsidiary of Allied NA may become an Unrestricted Subsidiary, and the status of any Unrestricted Subsidiary as an Unrestricted Subsidiary will be deemed to have been immediately terminated (whereupon such Subsidiary and each other Subsidiary of Allied NA (if any) of which such Subsidiary is a Subsidiary will be a Restricted Subsidiary) at any time when: (i) such Subsidiary: (A) has outstanding Debt that is Unpermitted Debt (as defined below), or (B) owns or holds any Capital Stock of or other ownership interests in, or a Lien on any property or other assets of, Allied NA or any of its Restricted Subsidiaries; or (ii) Allied NA or any other Restricted Subsidiary: (A) provides credit support for, or a Guaranty of, any Debt of such Subsidiary, including any undertaking, agreement or instrument evidencing such Debt, or (B) is directly or indirectly liable on any Debt of such Subsidiary. Any termination of the status of an Unrestricted Subsidiary as an Unrestricted Subsidiary pursuant to the preceding sentence will be deemed to result in a breach of this covenant in any circumstance in which Allied NA would not be permitted to change the status of such Unrestricted Subsidiary to the status of a Restricted Subsidiary pursuant to the provision of the Indenture described under the preceding paragraph. Unpermitted Debt means any Debt of a Subsidiary of Allied NA if: (x) a default thereunder (or under any instrument or agreement pursuant to or by which such Debt is issued, secured or evidenced) or any right that the Holders thereof may have to take enforcement action against such Subsidiary or its property or other assets, would permit (whether or not after the giving of notice or the lapse of time or both) the Holders of any Debt of Allied NA or any other Restricted Subsidiary to declare the same due and payable prior to the date on which it otherwise would have become due and payable or otherwise to take any enforcement action against Allied NA or any such other Restricted Subsidiary, or (y) such Debt is secured by a Lien on any property or other assets of Allied NA and any of its other Restricted Subsidiaries. Each Person that is or becomes a Subsidiary of Allied NA will be deemed to be a Restricted Subsidiary at all times when it is a Subsidiary of Allied NA that is not an Unrestricted Subsidiary. Each Person that is or becomes a Wholly-Owned Subsidiary of Allied NA shall be deemed to be a Wholly-Owned Restricted Subsidiary at all times when it is a Wholly-Owned Subsidiary of Allied NA that is not an Unrestricted Subsidiary.

Mergers, Consolidations and Certain Sales of Assets Allied NA (i) may not consolidate with or merge into any Person; (ii) may not permit any Person other than a Restricted Subsidiary to consolidate with or merge into Allied NA; and (iii) may not, directly or indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents substantially all of the properties and assets of Allied NA and its Subsidiaries on a consolidated basis; unless, in each case (i), (ii) and (iii) above: (1) immediately before and after giving effect to such transaction (or series) and treating any Debt Incurred by Allied NA or a Subsidiary of Allied NA as a result of such transaction (or series) as having been incurred by Allied NA of such Subsidiary at the time of the transaction (or series), no Event of Default, or event that with the passing of time or the giving of notice, or both, will constitute an Event of Default, shall have occurred and be continuing; (2) in a transaction (or series) in which Allied NA does not survive or in which Allied NA transfers, conveys, sells, leases or otherwise disposes of all or substantially all of its properties and assets, the successor entity is a corporation, partnership, limited liability company or trust and is organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes, by a supplemental indenture executed and delivered to the Trustee in form satisfactory to the Trustee, all Allied NAs obligations under the Indenture and the Supplemental Indenture; (3) if such transaction (or series) occurs prior to the occurrence of a Rating Event Date, either: (x) Allied NA or the successor entity would, at the time of such transaction (or series) and after giving pro forma effect thereto as if such transaction (or series) had occurred at the beginning of the most recently ended four full fiscal quarter period for which internal financial statements are available immediately preceding the date of such transaction (or series), have been permitted to Incur at least $1.00 of additional Debt pursuant to the Consolidated EBITD Coverage Ratio test set forth in the first paragraph under Certain Covenants Limitation on Consolidated Debt above; or (y) the Consolidated EBITDA Coverage Ratio of Allied NA or the successor entity for the most recently ended four full fiscal quarter period for which internal financial statements are available immediately preceding the date of such transaction (or series), calculated on a pro forma basis as if such transaction (or series) had occurred at the beginning of such four full fiscal quarter period, would be no less than such Consolidated EBITDA Coverage Ratio, calculated without giving effect to such transaction or series or any other transactions (or series) that is subject to the provisions of the Indenture described in this paragraph and that occurred after the date that is twelve months before the date of such transaction (or series); (4) if, as a result of any such transaction, property or assets of Allied NA or any Restricted Subsidiary of Allied NA would become subject to a Lien prohibited by the covenant described under the caption Certain Covenants Limitation on Liens, Allied NA or the successor entity will have secured the exchange notes as required by such covenant; and (5) Allied NA has delivered to the Trustee an Officers Certificate and an Opinion of Counsel as specified in the Indenture.

Events of Default The following will be Events of Default under the Indenture: (a) failure to pay any interest on any note issued under the Indenture when due, continued for 30 days; (b) failure to pay principal of (or premium, if any, on) any note issued under the Indenture when due; (c) failure to perform or comply with the provisions described under Mergers, Consolidations and Certain Sales of Assets or the provisions described under Repurchase at the Option of Holders Asset Dispositions and Repurchase at the Option of Holders Change of Control;

(d) failure to perform any other covenant or warranty of Allied NA or any Guarantor in such Indenture and Supplemental Indenture or the notes issued thereunder, continued for 60 days after written notice from Holders of at least 10% in principal amount of the outstanding notes issued under the Indenture as provided in the Indenture and Supplemental Indenture; (e) a default or defaults under any bonds, debentures, notes or other evidences of, or obligations constituting, Debt by Allied NA, any Guarantors or any Restricted Subsidiary or under any mortgages, indentures, instruments or agreements under which there may be issued or existing or by which there may be secured or evidenced any Debt of Allied NA, the Guarantor or any Restricted Subsidiary with a principal or similar amount then outstanding, individually or in the aggregate, in excess of $50 million, whether such Debt now exists or is hereafter created, which default or defaults constitute a failure to pay any portion of the principal or similar amount of such Debt when due and payable after the expiration of any applicable grace period with respect thereto or will have resulted in such Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable; (f) the rendering of a final judgment or judgments (not subject to appeal) against Allied NA, the Parent Guarantor or any of its Restricted Subsidiaries in an aggregate amount in excess of $50 million which remains unstayed, undischarged or unbonded for a period of 60 days thereafter; and (g) certain events of bankruptcy, insolvency or reorganization affecting Allied NA, Allied or any Restricted Subsidiary of Allied NA. Subject to the provisions of the Indenture relating to the duties of the Trustee in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders of notes issued under the Indenture, unless such Holders have offered to the Trustee reasonable indemnity. Subject to such provisions for the indemnification of the Trustee and certain other conditions provided in the Indenture, the Holders of a majority in aggregate principal amount of a series of outstanding notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such series of notes or exercising any trust or power conferred on the Trustee with respect to such series of notes. If an Event of Default (other than an Event of Default of the type described in clause (g) above) occurs and is continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding notes, including the exchange notes of a particular series, may accelerate the maturity of all such notes, and if an Event of Default of the type described in clause (g) above occurs, the principal of and any accrued interest on such notes then outstanding will become immediately due and payable; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding notes, including the exchange notes, may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture. For information as to waiver of defaults, see Modification and Waiver. No Holder of any note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder has previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding notes, including the exchange notes, have made a written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee, and the Trustee has not received from the Holders of a majority in aggregate principal amount of such outstanding notes, including the exchange notes, a direction inconsistent with such request and has failed to institute such proceeding within 60 days. However, such limitations do not apply to a suit instituted by a Holder of a note for enforcement of payment of the principal of (and premium, if any) or interest on such note on or after the respective due dates expressed in such note. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of Allied NA with the intention of avoiding payment of the premium that Allied NA would have had to pay if Allied NA then had elected to redeem the notes issued thereunder pursuant to the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents provisions described above under Optional Redemption, an equivalent premium will also become and be immediately due and payable upon the acceleration of such notes. Allied NA will be required to furnish to the Trustee annually a statement as to the performance by Allied NA of certain of its obligations under the Indenture and as to any default in such performance. Allied NA will be required to deliver to the Trustee, as soon as possible and in any event within 30 days after Allied NA becomes aware of the occurrence of an Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers Certificate setting forth the details of such Event of Default or default, and the action which Allied NA proposes to take with respect thereto.

Defeasance The Indenture provides that with respect to the notes (A) if applicable, Allied NA will be discharged from any and all obligations in respect of the outstanding notes, including the exchange notes, or (B) if applicable, Allied NA may omit to comply with certain restrictive covenants, and that such omission will not be deemed to be an Event of Default under the Indenture with respect to the notes, in either case (A) or (B) upon irrevocable deposit with the Trustee, in trust, of money and/or U.S. Government Obligations that will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent certified public accountants to pay the principal of and premium, if any, and each installment of interest, if any, of such outstanding notes, including the exchange notes. With respect to clause (B), the obligations under the Indenture with respect to such notes other than with respect to such covenants and the Events of Default other than the Event of Default relating to such covenants above will remain in full force and effect. Such trust may only be established if, among other things: (i) with respect to clause (A), Allied NA has received from, or there has been published by, the Internal Revenue Service a ruling or there has been a change in law, which in the Opinion of Counsel provides that Holders of the notes will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; or, with respect to clause (B), Allied NA has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the notes will not recognize gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (ii) no Event of Default (or event that with the passing of time or the giving of notice, or both, will constitute an Event of Default) shall have occurred or be continuing; (iii) Allied NA has delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause the Trustee or the trust so created to be subject to the Investment Company Act of 1940; and (iv) certain other customary conditions precedent are satisfied. In the event Allied NA omits to comply with its remaining obligations under the Indenture and the notes after a defeasance of the Indenture with respect to the notes as described under clause (B) above and the notes are declared due and payable because of the occurrence of any Event of Default, the amount of money and U.S. Government Obligations on deposit with the Trustee may be insufficient to pay amounts due on the notes at the time of the acceleration resulting from such Event of Default. However, Allied NA will remain liable in respect of such payments.

Modification and Waiver Modifications and amendments of the Indenture and the Supplemental Indenture with respect to the notes may be made by Allied NA and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the outstanding notes, including the exchange notes, with respect to the notes; provided,

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents however, that no such modification or amendment may, without the consent of the Holder of each such outstanding note, including each such exchange note, affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on, any such note; (b) reduce the principal amount of (or the premium, if any), or interest on, any such note; (c) change the place or currency of payment of principal of, (or premium, if any) or interest on, any such note; (d) impair the right to institute suit for the enforcement of any payment on or with respect to any such note; (e) reduce the above stated percentage of outstanding notes, including the exchange notes, necessary to modify or amend the Indenture; (f) reduce the percentage of aggregate principal amount of outstanding notes, including the exchange notes, necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults thereunder; or (g) modify any provisions of the Indenture relating to the modification and amendment of the Indenture or the waiver of past defaults or covenants with respect to the notes, except as otherwise specified. The Holders of a majority in aggregate principal amount of the outstanding notes, including the exchange notes, may waive compliance by Allied NA with certain restrictive provisions of the Indenture and the Supplemental Indenture with respect to the notes. The Holders of a majority in aggregate principal amount of the outstanding notes, including the exchange notes, may waive any past default under the Indenture and the Supplemental Indenture with respect to the exchange notes, except a default in the payment of principal (or premium, if any) or interest.

Certain Definitions Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any other terms used herein for which no definition is provided. Acquired Business means (a) any Person at least a majority of the capital stock or other ownership interests of which is acquired after the date hereof by Allied NA or a Subsidiary of Allied NA and (b) any assets constituting a discrete business or operating unit acquired on or after the date hereof by Allied NA or a Subsidiary of Allied NA. Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have meanings correlative to the foregoing.

5 7 Allied NA Senior Notes means the 7 /8% Senior Notes issued December 23, 1998, the 8 /8% Senior Notes issued January 30, 2001, the 1 1 7 8 /2% Senior Notes issued in November 2001, the 9 /4% Senior Notes issued in November 2002, the 7 /8% Senior Notes issued in April 2003, 1 1 3 3 the 6 /2% Senior Notes issued in November 2003 by Allied NA, the 6 /8% and 5 /4% Senior Notes issued in January 2004 and the 6 /8% and 3 7 /8% Senior Notes issued in April 2004. Allied NA Waste Group means, collectively, Allied, Allied NA and their respective Subsidiaries, and a member of the Allied NA Waste Group means Allied, Allied NA and each of their respective Subsidiaries. Apollo means Apollo Management IV, L.P. or its Permitted Transferees (exclusive of the Allied NA Waste Group).

Asset Disposition by any Person that is Allied NA or any Restricted Subsidiary means any transfer, conveyance, sale, lease or other disposition by Allied NA or any of its Restricted Subsidiaries (including a consolidation or merger or other sale of any Restricted Subsidiary with, into or to another Person in a transaction in which such Subsidiary ceases to be a Restricted Subsidiary of such Person), of: (i) shares of Capital Stock (other than directors qualifying shares) or other ownership interests of a Restricted Subsidiary; or (ii) the property or assets of such Person or any Restricted Subsidiary representing a division or line or business; or (iii) other assets or rights of such Person or any Restricted Subsidiary outside of the ordinary course of business; but excluding in each case in clauses (i), (ii) and (iii), (x) a disposition by a Subsidiary of such Person to such Person or a Restricted Subsidiary or by such Person to a Restricted Subsidiary, (y) the disposition of all or substantially all of the assets of Allied NA in a manner permitted pursuant to the provisions described above under Mergers, Consolidations and Certain Sales and Purchases of Assets of Allied NA and (z) any disposition that constitutes a Restricted Payment or Permitted Investment that is permitted pursuant to the provisions described under Certain Covenants Limitation on Restricted Payments. BFI Notes means the 6.375% Senior Notes issued January 1996, the 7.875% Senior Notes issued March 1995, the 7.4% Debentures issued September 1995, and the 9.25% Debentures issued May 1991 by BFI. Blackstone means the collective reference to: (i) Blackstone Capital Partners III Merchant Banking Fund L.P., a Delaware limited partnership, Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware limited partnership, Blackstone Offshore Capital Partners III L.P., a Cayman Islands limited partnership, Blackstone Offshore Capital Partners II L.P., a Cayman Islands limited partnership, Blackstone Family Investment Partnership III L.P., a Delaware limited partnership, and Blackstone Family Investment Partnership II L.P., a Cayman Islands limited partnership (each of the foregoing, a Blackstone Fund); and (ii) each Affiliate of any Blackstone Fund that is not an operating company or Controlled by an operating company and each general partner of any Blackstone Fund or any Blackstone Affiliate who is a partner or employee of The Blackstone Group L.P. Capital Lease Obligation of any Person means the obligation to pay rent to other payment amounts under a lease of (or other arrangements conveying the right to use) real or personal property of such Person which is required to be classified and accounted for as a capital lease or a liability on a balance sheet of such Person in accordance with generally accepted accounting principles. The stated maturity of such obligation shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. The principal amount of such obligation shall be the capitalized amount thereof that would appear on a balance sheet of such Person in accordance with generally accepted accounting principles. Capital Stock of any Person means any and all shares, interests, participations or other equivalents (however designated) of corporate stock or other equity participations, including partnership interests, whether general or limited, of such Person. Cash Equivalents means: (i) United States dollars, (ii) securities either issued directly or fully guaranteed or insured by the government of the United States of America or any agency or instrumentality thereof having maturities of not more than one year,

(iii) time deposits and certificates of deposit, demand deposits and bankers acceptances having maturities of not more than one year from the date of deposit, of any domestic commercial bank having capital and surplus in excess of $500 million, (iv) demand deposits made in the ordinary course of business and consistent with Allied NAs customary cash management policy in any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof, (v) insured deposits issued by commercial banks of the type described in clause (iv) above, (vi) mutual funds whose investment guidelines restrict such funds investments primarily to those satisfying the provisions of clauses (i) through (iii) above, (vii) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clauses (ii) and (iii) above entered into with any bank meeting the qualifications specified in clause (iii) above and (viii) commercial paper (other than commercial paper issued by an Affiliate or Related Person) rated A-1 or the equivalent thereof by Standard & Poors Ratings Group or P-1 or the equivalent thereof by Moodys Investors Services, Inc., and in each case maturing within 360 days. Common Stock of any Person means Capital Stock of such Person that does not rank prior to the payment of dividends or as of the distribution of assets upon any voluntary liquidation dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person. Comparable Treasury Issue means, with respect to the senior notes, on any date the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of such series of senior notes on such date that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a maturity comparable to the remaining term of such series of senior notes on such date. Independent Investment Banker means Citigroup Global Markets Inc. or if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee. Comparable Treasury Price means, with respect to any Redemption Date for any issue of senior notes, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated Composite 3:30 p.m. Quotations for U.S. Government Securities or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day: (a) the average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. Consolidated EBITDA of any Person means for any period the Consolidated Net Income for such period increased by the sum of (without duplication): (i) Consolidated Interest Expense of such Person for such period, plus (ii) Consolidated Income Tax Expense of such Person for such period, plus (iii) the consolidated depreciation and amortization expense deducted in determining the Consolidated Net Income of such Person for such period plus (iv) the aggregate amount of letter of credit fees accrued during such period; plus

(v) all non-cash non-recurring charges during such period, including charges for costs related to acquisitions (it being understood that (x) non-cash non-recurring charges shall not include accruals for closure and post-closure liabilities and (y) charges shall be deemed non- cash charges until the period during which cash disbursements attributable to such charges are made, at which point such charges shall be deemed cash charges; provided that, for purposes of this clause (y), Allied NA shall be required to monitor the actual cash disbursements only for those non-cash charges that exceed $1 million individually or that exceed $10 million in the aggregate in any fiscal year); plus (vi) all cash charges attributable to the execution, delivery and performance of the Indenture or the Credit Facility; plus (vii) all non-recurring cash charges related to acquisitions and financings (including amendments thereto); and minus all non-cash non-recurring gains during such period (to the extent included in determining net operating income from such period); provided, however, that the Consolidated Interest Expense, Consolidated Income Tax Expense and consolidated depreciation and amortization expense of a Consolidated Subsidiary of such Person shall be added to the Consolidated Net Income pursuant to the foregoing only (x) to the extent and in the same proportion that the Consolidated Net Income of such Consolidated Subsidiary was included in calculating the Consolidated Net Income of such Person and (y) only to the extent that the amount specified in clause (x) is not subject to restrictions that prevent the payment of dividends or the making of distributions of such Person. Consolidated EBITDA Coverage Ratio of any Person means for any period the ratio of: (i) Consolidated EBITDA of such Person for such period to (ii) the sum of (A) Consolidated Interest Expense of such Person for such period plus (B) the annual interest expense (including the amortization of debt discount) with respect to any Debt incurred or proposed to be Incurred by such Person or its Consolidated Subsidiaries since the beginning of such period to the extent not included in clause (ii)(A), minus (C) Consolidated Interest Expense of such Person which respect to any Debt that is no longer outstanding or that will no longer be outstanding as a result of the transaction with respect to which the Consolidated EBITDA Coverage Ratio is being calculated, to the extent included within clause (ii)(A); provided, however, that in making such computation, the Consolidated Interest Expense of such Person attributable to interest on any Debt bearing a floating interest rate shall be computed on a pro forma basis as if the rate in effect on the date of computation had been the applicable rate for the entire period, and provided further, that, in the event such Person or any of its Consolidated Subsidiaries has made acquisitions or dispositions of assets not in the ordinary course of business (including any other acquisitions of any other persons by merger, consolidation or purchase of Capital Stock) during or after such period, the computation of the Consolidated EBITDA Coverage Ratio (and for the purpose of such computation, the calculation of Consolidated Net Income, Consolidated Interest Expense, Consolidated Income Tax Expense and Consolidated EBITDA) shall be made on a pro forma basis as if the acquisitions or dispositions had taken place on the first day of such period. In determining the pro forma adjustments to Consolidated EBITDA to be made with respect to any Acquired Business for periods prior to the acquisition date thereof, actions taken by Allied NA and its Restricted Subsidiaries prior to the first anniversary of the related acquisition date that result in cost savings with respect to such Acquired Business will be deemed to have been taken on the first day of the period for which Consolidated EBITDA is being determined (with the intent that such cost savings be effectively annualized by extrapolation from the demonstrated cost savings since the related acquisition date). Consolidated Income Tax Expense of any Person means for any period the consolidated provision for income taxes of such Person and its Consolidated Subsidiaries for such period determined in accordance with generally accepted accounting principles. Consolidated Interest Expense of any Person means for any period the consolidated interest expense included in a consolidated income statement (net of interest income) of such Person and its Consolidated

Subsidiaries for such period determined in accordance with generally accepted accounting principles, including without limitation or duplication (or, to the extent not so included, with the addition of): (i) the portion of any rental obligation in respect of any Capital Lease Obligation allocable to interest expense in accordance with generally accepted accounting principles; (ii) the amortization of Debt discounts; (iii) any payments or fees with respect to letters of credit, bankers acceptances or similar facilities; (iv) the net amount due and payable (or minus the net amount receivable), with respect to any interest rate swap or similar agreement or foreign currency hedge, exchange or similar agreement; (v) any Preferred Stock dividends declared and paid or payable in cash; and (vi) any interest capitalized in accordance with generally accepted accounting principles. Consolidated Net Income of any Person means for any period the consolidated net income (or loss) of such Person and its Consolidated Subsidiaries for such period determined in accordance with generally accepted accounting, principles; provided that there shall be excluded therefrom: (a) for purposes solely of calculating Consolidated Net Income for purposes of clause (3)(a) of the first paragraph under the caption Certain Covenants Limitation on Restricted Payments the net income (or loss) of any Person acquired by such Person or a Subsidiary of such Person in a pooling-of-interests transaction for any period Prior to the date of such transaction, to the extent such net income was distributed to shareholders of such Person or used to purchase equity securities of such Person prior to the date of such transaction; (b) the net income (but not net loss) of any Consolidated Subsidiary of such Person that is subject to restrictions that prevent the payment of dividends or the making of distributions to such Person to the extent of such restrictions; (c) the net income (or loss) of any Person that is not a Consolidated Subsidiary of such Person except to the extent of the amount of dividends or other distributions actually paid to such Person by such other Person during such period; (d) gains or losses on asset dispositions by such Person or its Consolidated Subsidiaries; (e) any net income (or loss) of a Consolidated Subsidiary that is attributable to a minority interest in such Consolidated Subsidiary; (f) all extraordinary gains and extraordinary losses that involve a present or future cash payment; (g) all non-cash non-recurring charges during such period, including charges for acquisition related costs (it being understood that (A)non-cash non-recurring charges shall not include accruals for closure and post closure liabilities and (B) charges, other than charges for the accruals referred to in (A) above, shall be deemed non-cash charges until the period that cash disbursements attributable to such charges are made, at which point such charges shall be deemed cash charges); and (h) the tax effect of any of the items described in clauses (a) through (g) above. Consolidated Subsidiaries of any Person means all other Persons that would be accounted for as consolidated Persons in such Persons financial statements in accordance with generally accepted accounting principles; provided, however, that, for any particular period during which any Subsidiary of such person was an Unrestricted Subsidiary, Consolidated Subsidiaries will exclude such Subsidiary for such period (or portion thereof) during which it was an Unrestricted Subsidiary. Consolidated Total Assets of any Person at any date means the consolidated total assets of such Person and its Restricted Subsidiaries at such date as determined on a consolidated basis in accordance with generally accepted accounting principles.

Continuing Directors means, as of any date of determination with respect to any person, any member of the Board of Directors of such person who: (1) was a member of such Board of Directors on the Issue Date; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election. Credit Facility means the credit agreement of Allied NA, dated July 21, 1999, as amended and restated as of August 20, 2003, as further amended and restated as of November 20, 2003, as further amended and restated as of March 30, 2004 and as further amended and restated as of June 16, 2004, among Allied NA, Allied, certain lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and Citicorp North America, Inc., as Syndication Agent, as amended, or any bank credit agreement that replaces, amends, supplements, restates or renews such Credit Facility. Debt means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person: (i) every obligation of such Person for money borrowed; (ii) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses; (iii) every reimbursement obligation of such Person with respect to letters of credit, bankers acceptances of similar facilities issued for the account of such Person; (iv) every obligation of such Person issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business); (v) every Capital Lease Obligation of such Person; (vi) the maximum fixed redemption or repurchase price of Redeemable Interests of such Person at the time of determination; (vii) every net payment obligation of such Person under interest rate swap or similar agreements or foreign currency hedge, exchange or similar agreements at the time of determination; and (viii) every obligation of the type referred to in clauses (i) through (vii) of another Person and all dividends of another Person the payment of which, in either case, such Person has Guaranteed or for which such Person is responsible or liable, directly or indirectly, jointly or severally, as obligor, Guarantor or otherwise. Designated Non-cash Consideration means the fair market value of non-cash consideration received by Allied NA or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Non-cash Consideration pursuant to an Officers Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of Allied NA, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Non-cash Consideration. Excepted Disposition means a transfer, conveyance, sale, lease or other disposition by Allied NA or any Restricted Subsidiary of any asset of Allied NA or any Restricted Subsidiary the fair market value of which itself does not exceed 2.5% of Consolidated Total Assets of Allied NA and which in the aggregate with all other assets disposed of in Excepted Dispositions in any fiscal year does not exceed 5% of Consolidated Total Assets of Allied NA.

Guarantee by any Person means any obligation, contingent or otherwise, of such Person guaranteeing any Debt, or dividends or distributions on any equity security, of any other Person (the primary obligor) in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person: (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Debt; (ii) to purchase property, securities or services for the purpose of assuring the holder of such Debt of the payment of such Debt; or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt (and Guaranteed, Guaranteeing and Guarantor shall have meanings correlative to the foregoing); provided, however, that the Guarantee by any Person shall not include endorsements for such Person for collection or deposit, in either case, in the ordinary course of business. Incur means, with respect to any Debt of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Debt, or the taking of any other action which would cause such Debt, in accordance with generally accepted accounting principles to be recorded on the balance sheet of such Person (and incurrence, incurred, incurrable and incurring shall have meanings correlative to the foregoing); provided that, the Debt of any other Person becoming a Restricted Subsidiary of such Person will be deemed for this purpose to have been Incurred by such Person at the time the other Person becomes a Restricted Subsidiary of such Person, provided, however, that a change in generally accepted accounting principles that results in an obligation of such Person that exists at such time becoming Debt shall not be deemed an incurrence of such Debt. Intercompany Agreements means the Management Agreements between Allied and Allied NA dated November 15, 1996. Interest Rate or Currency Protection Agreement of any Person means any interest rate protection agreement (including, without limitation, interest rate swaps, caps, floors, collars, derivative instruments and similar agreements), and/or other types of interest hedging agreements and any currency protection agreement (including foreign exchange contracts, currency swap agreements or other currency hedging arrangements). Investment by any Person in any other Person means: (i) any direct or indirect loan, advance or other extension of credit or capital contribution to or for the account of such other Person (by means of any transfer of cash or other property to any Person or any payment for property or services for the account or use of any Person, or otherwise); (ii) any direct or indirect purchase or other acquisition of any Capital Stock, bond, note, debenture or other Debt or equity security or evidence of Debt, or any other ownership interest, issued by such other Person, whether or not such acquisition is from such or any other Person; (iii) any direct or indirect payment by such Person on a Guarantee of any obligation of or for the account of such other Person or any direct or indirect issuance by such Person of such a Guarantee; or (iv) any other investment of cash or other property by such Person in or for the account of such other Person. Lien means, with respect to any property or assets, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, casement or title exception, encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such property or assets (including any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing). Net Available Proceeds from any Asset Disposition by any Person that is Allied NA or any Restricted Subsidiary means cash or readily marketable cash equivalent received (including by way of sale or discounting

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents of a note, installment receivable, or other receivable, but excluding any other consideration received in the form of assumption by the acquiree of Debt or other obligations relating to such properties or assets or received in any other noncash form) therefrom by such Person, net of: (i) all legal, title and recording tax expenses, commissions and other fees and expenses Incurred and all federal, state, provincial, foreign and local taxes required to be accrued as a liability as a consequence of such Asset Disposition; (ii) all payments made by such Person or its Restricted Subsidiaries on any Debt that is secured by such assets in accordance with the terms of any Lien upon or with respect to such assets or that must, by the terms of such Debt or such Lien, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition; (iii) amounts provided as a reserve by such Person or its Restricted Subsidiaries, in accordance with generally accepted accounting principles, against liabilities under any indemnification obligations to the buyer in such Asset Disposition (except to the extent and at the time any such amounts are released from any such reserve, such amounts shall constitute Net Available Proceeds); and (iv) all distributions and other payments made to minority interest holders in Restricted Subsidiaries of such Person or joint ventures as a result of such Asset Disposition. pari passu when used with respect to the ranking of any Debt of any Person in relation to other Debt of such Person means that each such Debt (a) either (i) is not subordinated in right of payment to any other Debt of such Person or (ii) is subordinate in right of payment to the same Debt of such Person as is the other Debt and is so subordinate to the same extent and (b) is not subordinate in right of payment to the other Debt or to any Debt of such Person as to which the other Debt is not so subordinate. Permitted Allied Successor means (i) an issuer, other than Allied, of Voting Securities issued to the shareholders of Allied in a merger, consolidation or other transaction permitted by clause (1)(c) of the definition of Change of Control, (ii) Apollo and (iii) Blackstone. Permitted Interest Rate or Currency Protection Agreement of any Person means any Interest Rate or Currency Protection Agreement entered into with one or more financial institutions in the ordinary course of business that is designed to protect such Person against fluctuations in interest rates or currency exchange rates with respect to Debt incurred and which shall have a notional amount no greater than the payments due with respect to the Debt being hedged thereby. Permitted Investment means: (i) Investments in Allied NA or any Person that is, or as a consequence of such investment becomes, a Restricted Subsidiary; (ii) securities either issued directly or fully guaranteed or insured by the government of the United States of America or any agency or instrumentality thereof having maturities of not more than one year; (iii) time deposits and certificates of deposit, demand deposits and bankers acceptances having maturities of not more than one year from the date of deposit, of any domestic commercial bank having capital and surplus in excess of $500 million; (iv) demand deposits made in the ordinary course of business and consistent with Allied NAs customary cash management policy in any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof; (v) insured deposits issued by commercial banks of the type described in Clause (iv) above; (vi) mutual funds whose investment guidelines restrict such funds investment primarily to those satisfying the provisions of Clauses (i) through (iii) above;

(vii) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in Clauses (ii) and (iii) above entered into with any bank meeting the qualifications specified in Clause (iii) above; (viii) commercial paper (other than commercial paper issued by an Affiliate or Related Person) rated A-1 or the equivalent thereof by Standard & Poors Ratings Group or P-1 or the equivalent thereof by Moodys Investors Services, Inc., and in each case maturing within 360 days; (ix) receivables owing to Allied NA or a Restricted Subsidiary of Allied NA if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms and extensions of trade credit in the ordinary course of business; (x) any Investment consisting of loans and advances to employees of Allied NA or any Restricted Subsidiary for travel, entertainment, relocation or other expenses in the ordinary course of business; (xi) any Investment consisting of loans and advances by Allied NA or any Restricted Subsidiary to employees, officers and directors of Allied NA or Allied, in connection with management incentive plans not to exceed $25 million at any time outstanding; provided, however, that to the extent the proceeds thereof are used to purchase Capital Stock (other than Redeemable Interests) of (i) Allied NA from Allied NA or (ii) Allied from Allied if Allied uses the proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of Allied NA, such limitation on the amount of such Investments at any time outstanding shall not apply with respect to such Investments; (xii) any Investment consisting of a Permitted Interest Rate or Currency Protection Agreement; (xiii) any Investment acquired by Allied NA or any of its Restricted Subsidiaries (A) in exchange for any other Investment or accounts receivables held by Allied NA or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure by Allied NA or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured investment in default; (xiv) any Investment that constitutes part of the consideration from any Asset Disposition made pursuant to, and in compliance with, the covenant described above under Repurchase at the Option of Holders Asset Dispositions; (xv) Investments the payment for which consists exclusively of Capital Stock (exclusive of Redeemable Interests) of Allied NA; and (xvi) other Investments in an aggregate amount of not to exceed 15% of the Consolidated Total Assets of Allied NA outstanding at any time. Permitted Liens means: (i) Liens securing indebtedness under the Credit Facility that was permitted by the terms of the Indenture to be incurred; (ii) Liens incurred after the date of the Supplemental Indenture securing Debt of Allied NA that ranks pari passu in right of payment to the notes, so long as the notes are secured equally and ratably with such Debt for so long as such Debt is so secured; (iii) Liens in favor of Allied NA or any Restricted Subsidiary; (iv) Liens on property of, or shares of Stock or evidences of Debt of, a Person existing at the time such Person is merged into or consolidated with Allied NA or any Restricted Subsidiary of Allied NA, provided that such Liens were not incurred in contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Allied NA or any Restricted Subsidiary;

(v) Liens on property existing at the time of acquisition thereof by Allied NA or any Restricted Subsidiary of Allied NA, provided that such Liens were not incurred in contemplation of such acquisition; (vi) Liens existing on the date of the Supplemental Indenture; (vii) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor; (viii) Liens securing Permitted Refinancing Debt where the Liens securing the Permitted Refinancing Debt were permitted under the Indenture; (ix) landlords, carriers, warehousemens, mechanics, materialmens, repairmens or the like Liens arising by contract or statute in the ordinary course of business and with respect to amounts which are not yet delinquent or are being contested in good faith by appropriate proceedings; (x) pledges or deposits made in the ordinary course of business (A) in connection with leases, performance bonds and similar obligations, or (B) in connection with workers compensation, unemployment insurance and other social security legislation; (xi) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar encumbrances which, in the aggregate, do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of Allied NA or such Restricted Subsidiary; (xii) any attachment or judgment Lien that does not constitute an Event of Default; (xiii) Liens in favor of the Trustee for its own benefit and for the benefit of the Holders; (xiv) any interest or title of a lessor pursuant to a lease constituting a Capital Lease Obligation; (xv) pledges or deposits made in connection with acquisition agreements or letters of intent entered into in respect of a proposed acquisition; (xvi) Liens in favor of prior holders of leases on property acquired by Allied NA or of sublessors under leases on Allied NA property; (xvii) Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers acceptances, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money); (xviii) Liens (including extensions and renewals thereof) upon real or personal property acquired after the date of the Supplemental Indenture; provided that (a) any such Lien is created solely for the purpose of securing Debt incurred, in accordance with the covenant described under the caption Certain Covenants Limitation on Consolidated Debt, (1) to finance the cost (including the cost of improvement or construction) of the item, property or assets subject thereto and such Lien is created prior to, at the time of or within three months after the later of the acquisition, the completion of construction or the commencement of full operation of such property or (2) to refinance any Debt previously so secured, (b) the principal amount of the Debt secured by such Lien does not exceed 100% of such cost and (c) any such Lien shall not extend to or cover any property or asset other than such item of property or assets and any improvements on such item; (xix) leases or subleases granted to others that do not materially interfere with the ordinary course of business of Allied NA and its Restricted Subsidiaries, taken as a whole; (xx) Liens arising from filing Uniform Commercial Code financing statements regarding leases;

(xxi) Liens on property of, or on shares of stock or Debt of, any Person existing at the time such Person becomes, or becomes a part of, any Restricted Subsidiary, provided that such Liens do not extend to or cover any property or assets of Allied NA or any Restricted Subsidiary other than the property or assets acquired; (xxii) Liens encumbering deposits securing Debt under Permitted Interest Rate Currency or Commodity Price Agreements; (xxiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Allied NA or any of its Restricted Subsidiaries in the ordinary course of business in accordance with the past practices of Allied NA and its Restricted Subsidiaries; (xxiv) any renewal of or substitution of any Liens permitted by any of the preceding clauses, provided that the Debt secured is not increased (other than by the amount of any premium and accrued interest, plus customary fees, consent payments, expenses and costs related to such renewal or substitution of Liens or the incurrence of any related refinancing of Debt) and the Liens are not extended to any additional assets (other than proceeds and accessions); (xxv) Liens incurred in the ordinary course of business of Allied NA or any Restricted Subsidiary of Allied NA with respect to obligations that do not exceed $50 million at any one time outstanding and that (a) are not incurred in connection with the borrowing of money or the obtaining of advances or credit (other than trade credit in the ordinary course of business) and (b) do not in the aggregate materially detract from the value of the property or materially impair the use thereof in the operation of business by Allied NA or such Restricted Subsidiary; and (xxvi) Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries. This definition does not authorize the incurrence of any Debt not otherwise permitted by the covenant described under the caption Certain Covenants Limitation on Consolidated Debt. Permitted Transferee means, with respect to any Person: (a) any Affiliate of such Person; (b) any investment manager, investment advisor, or constituent general partner of such Person; or (c) any investment fund, investment account, or investment entity that is organized by such Person or its Affiliates and whose investment manager, investment advisor, or constituent general partner is such Person or a Permitted Transferee of such Person. Preferred Stock, as applied to the Capital Stock of any Person, means Capital Stock of such Person of any class or classes (however designed) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person. Public Offering means any underwritten public offering of Capital Stock pursuant to a registration statement filed under the Securities Act. Redeemable Interest of any Person means any equity security of or other ownership interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or otherwise (including upon the occurrence of an event) matures or is required to be redeemed (pursuant to any sinking fund obligation or otherwise) or is convertible into or exchangeable for Debt or is redeemable at the option of the Holder thereof, in whole or in part, at any time prior to the final Stated Maturity of the exchange notes. Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption Date.

Related Business means a business substantially similar to the business engaged in by Allied NA and its Subsidiaries on the date of the Supplemental Indenture. Related Person of any Person means, without limitation, any other Person owning (a) 5% or more of the outstanding Common Stock of such Person or (b) 5% or more of the Voting Stock of such Person. Restricted Subsidiary means (i) at any date, a Subsidiary of Allied NA that is not an Unrestricted Subsidiary as of such date and (ii) for any period, a Subsidiary of Allied NA that for any portion of such period is not an Unrestricted Subsidiary, provided that such terms shall mean such Subsidiary only for such portion of such period. Special Purpose Subsidiaries means Saguaro National Insurance Company, a Vermont corporation, Global Indemnity Assurance, a Vermont corporation and a Subsidiary of BFI, Commercial Reassurance Limited, a corporation organized under the laws of the Republic of Ireland and a Subsidiary of BFI, and Allied Receivables Funding Incorporated, a Delaware corporation. Subordinated Notes means the 10% Senior Subordinated Notes due 2009 issues in July 1999 by Allied NA. Subsidiary of any Person means (i) a corporation more than 50% of the combined voting power of the outstanding Voting Stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof, (ii) a partnership of which such Person, or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, is the general partner and has the power to direct the policies, management and affairs or (iii) any other Person (other than a corporation) in which such Person or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership interest and power to direct the policies, management and affair thereof. Treasury Yield means with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. U.S. Government Obligations means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depositary receipt, provided, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depositary receipt. Unrestricted Subsidiary means (i) at any date, a Subsidiary of Allied NA that is an Unrestricted Subsidiary in accordance with the provisions of the Indenture described under the caption Certain Covenants Unrestricted Subsidiaries and (ii) for any period, a Subsidiary of Allied NA that for any portion of such period is an Unrestricted Subsidiary in accordance with the provisions of the Indenture as described under the caption Certain Covenants Unrestricted Subsidiaries, provided that such term shall mean such Subsidiary only for such portion of such period. Voting Stock of any Person means Capital Stock of such Person that ordinarily has voting power for the election of directors (or persons performing similar functions) of such Person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.

Book Entry; Delivery and Form The exchange notes will be represented by one or more permanent global notes in definitive, fully registered form without interest coupons and will be deposited with the Trustee as custodian for, and registered in the name of a nominee of, The Depository Trust Company (DTC). Ownership of beneficial interests in a global note will be limited to persons who have accounts with DTC, which we refer to as participants, or persons who hold interests through participants. Ownership of beneficial interests in a global note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). So long as DTC, or its nominee, is the registered owner or holder of any of the exchange notes, DTC or that nominee, as the case may be, will be considered the sole owner or holder of such exchange notes represented by the global note for all purposes under the indenture and the notes. No beneficial owner of an interest in a global note will be able to transfer such interest except in accordance with DTCs applicable procedures, in addition to those provided for under the Indenture and, if applicable, those of Euroclear and Clearstream Banking. Payments of the principal of, and interest on, a global note will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of we, the Trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. We expect that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a global note, will credit participants accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global note as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in such global note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants. Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and procedures and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream Banking will be effected in the ordinary way in accordance with their respective rules and operating procedures. We expect that DTC will take any action permitted to be taken by a holder of notes (including the presentation of notes for as described below) only at the direction of one or more participants account DTC interests in a global note is and only in respect of such portion of the aggregate principal amount as to which such participant or participants has or have given such to exchange to whose credited of notes direction. However, if there is an event of default under the notes, DTC will exchange the applicable global note for certificated notes, which it will distribute to its participants. We understand that: DTC is a limited purpose trust company organized under the laws of the State of New York, a banking organization within the meaning of New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the Uniform Commercial Code and a Clearing Agency registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies and certain other organizations that clear through or maintain a custodial relationship with a participant, either directly or indirectly, whom we refer to as indirect participants.

Although DTC, Euroclear and Clearstream Banking are expected to follow the foregoing procedures in order to facilitate transfers of interests in a global note among participants of DTC, Euroclear and Clearstream Banking, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of we, the Trustee or the paying agent will have any responsibility for the performance by DTC, Euroclear or Clearstream Banking or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations. If DTC is at any time unwilling or unable to continue as a depositary for the global notes or if at any time DTC ceases to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed by us within 90 days, we will issue certificated notes in exchange for the global notes. Holders of an interest in a global note may receive certificated notes in accordance with DTCs rules and procedures in addition to those provided for under the applicable indenture.

Registration Covenant; Exchange Offer We have filed a registration statement to comply with our obligation under the registration rights agreement to register the issuance of the exchange notes. See The Exchange Offer.

Notices Notices to Holders of exchange notes will be given by mail to the addresses of such Holders as they may appear in the applicable Security Register.

Title Allied NA, the Trustee and any agent of Allied NA or the Trustee may treat the Person in whose name an exchange note is registered as the absolute owner thereof (whether or not such exchange note may be overdue) for the purpose of making payment and for all other purposes.

Governing Law The Indenture, the Supplemental Indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York.

PLAN OF DISTRIBUTION Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that we will, for a period of 90 days after the consummation of the exchange offer, make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an underwriter within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. For a period of 90 days after the consummation of the exchange offer, we will promptly send additional copies of the prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such document in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the exchange notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES The following summary describes the material U.S. federal income tax consequences of the exchange of outstanding notes for the exchange notes pursuant to this exchange offer. This summary does not discuss all of the aspects of U.S. federal income taxation which may be relevant to investors in light of their particular circumstances. In addition, this summary does not discuss any U.S. State or local income or foreign income or other tax consequences. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations, rulings and judicial decisions, all as in effect as of the date of this prospectus and all of which are subject to change or differing interpretation, possibly with retroactive effect. We have not requested, and do not plan to request, any rulings from the Internal Revenue Service concerning the tax consequences of the exchange of the outstanding notes for the exchange notes or the ownership or disposition of the exchange notes. The statements set forth below are not binding on the Internal Revenue Service or on any court. Thus, we can provide no assurance that the statements set forth below will not be challenged by the Internal Revenue Service, or that they would be sustained by a court if they were so challenged. The discussion below deals only with the notes held as capital assets within the meaning of the Code, and does not address holders of the notes that may be subject to special rules. Holders that may be subject to special rules include: some U.S. expatriates; banks, thrifts or other financial institutions; regulated investment companies or real estate investment trusts; insurance companies; tax-exempt entities; S Corporations; broker-dealers or dealers in securities or currencies; traders in securities; holders whose functional currency is not the U.S. dollar; persons that hold the notes as part of a straddle, hedge, conversion or other risk reduction or constructive sale transaction; and persons subject to the alternative minimum tax provisions of the Code. If a partnership or other entity taxable as a partnership holds the notes, the tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Such partner should consult its tax advisor as to the tax consequences of the partnership owning and disposing of the notes. You should consult your own tax advisor regarding the particular U.S. federal, state and local and foreign income and other tax consequences of exchanging the outstanding notes for the exchange notes.

The Exchange The exchange of the outstanding notes for the exchange notes in the exchange offer will not be treated as an exchange for federal income tax purposes, because the exchange notes will not be considered to differ materially in kind or extent from the outstanding notes. Accordingly, the exchange of outstanding notes for exchange notes will not be a taxable event to holders for federal income tax purposes. Moreover, the exchange notes will have the same tax attributes as the outstanding notes and the same tax consequences to holders as the outstanding notes have to holders, including without limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period.

LEGAL MATTERS The validity of the exchange notes and the Guarantees will be passed upon for us by Latham & Watkins LLP, New York, New York and certain matters of New York, Delaware and California law are being passed upon for us by Latham & Watkins LLP; certain matters of Alabama law by Burr & Forman LLP; certain matters of Arizona law by Fennemore Craig PC; certain matters of Colorado law by Faegre & Benson LLP; certain matters of Florida, Georgia, Maryland, North Carolina and Virginia law by Hunton & Williams LLP; certain matters of Idaho law by EchoHawk Law Offices, PLLC; certain matters of Illinois law by Sachnoff & Weaver, Ltd.; certain matters of Indiana law by Plews Shadley Racher & Braun; certain matters of Iowa law by the Shea Law Offices; certain matters of Kansas and Missouri law by Lathrop & Gage LC; certain matters of Kentucky law by Stites & Harbison, PLLC; certain matters of Louisiana law by Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP; certain matters of Massachusetts law by Foley Hoag LLP; certain matters of Michigan law by the Libby Law Offices; certain matters of Minnesota law by Rider Bennett, LLP; certain matters of Mississippi law by Brunini, Grantham, Grower & Hewes, PLLC; certain matters of Nebraska law by Crosby Guenzel LLP; certain matters of Nevada law by Kummer Kaempfer Bonner Renshaw & Ferrario; certain matters of New Jersey law by Windels Marx Lane & Mittendorf LLP; certain matters of New Mexico law by Rodey, Dickason, Sloan Akin & Rob, PA; certain matters of Ohio law by Vorys, Sater, Seymour and Pease LLP; certain matters of Oklahoma law by McKinney & Stringer, P.C.; certain matters of Oregon law by Ramis Crew & Corrigan LLP; certain matters of Pennsylvania law by Reed Smith LLP; certain matters of South Carolina law by Nelson Mullins Riley & Scarborough, LLP; certain matters of Tennessee law by Bass, Berry & Sims, PLC; certain matters of Texas law by Fulbright & Jaworski L.L.P.; certain matters of Utah law by Ray Quinney & Nebeker a Professional Corporation and certain matters of Washington law by Williams, Kastner, & Gibbs, PLLC; as set forth in and limited by their respective opinions filed as exhibits to Exhibit 5.1 of this Registration Statement on Form S-4.

EXPERTS The consolidated financial statements of Allied Waste Industries, Inc. as of December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004 and managements assessment of the effectiveness of internal control over financial reporting (which is included in Managements Report on Internal Control over Financial Reporting) incorporated in this Registration Statement on Form S-4 by reference to the Annual Report on Form 10-K of Allied Waste Industries, Inc. for the year ended December 31, 2004 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements of Browning-Ferris Industries, Inc. as of December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004, incorporated in this Registration Statement on Form S-4 by reference to the Annual Report on Form 10-K of Allied Waste Industries, Inc. for the year ended December 31, 2004 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

ALLIED WASTE NORTH AMERICA, INC.

OFFER TO EXCHANGE

1 $600,000,000 principal amount of its 7 /4% Series B Senior Notes due 2015, which have been registered under the Securities Act, 1 for any and all of its outstanding 7 /4% Series A Senior Notes due 2015

PROSPECTUS

, 2005

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers. We and Allied NA are incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (the DGCL) provides that a Delaware corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits and proceedings, whether civil, criminal, administrative or investigative (other than action by or in the right of the corporation a derivative action), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporations certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement, or otherwise. The DGCL further authorizes a Delaware corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145. Our and Allied NAs respective Certificate of Incorporation and Bylaws provide for the indemnification of our respective directors to the fullest extent permitted under Delaware law. Pursuant to employment agreements entered into by us and Allied NA with our respective executive officers and certain other key employees, we and Allied NA must indemnify such officers and employees in the same manner and to the same extent that we and Allied NA are required to indemnify our respective directors under our respective Bylaws. Our and Allied NAs respective Certificate of Incorporation limit the personal liability of a director to the corporation or its stockholders to damages for breach of the directors fiduciary duty. We and Allied NA have purchased insurance on behalf of our respective directors and officers against certain liabilities that may be asserted against, or incurred by, such persons in their capacities as directors or officers of the registrants, or that may arise out of their status as directors or officers of the registrants, including liabilities under the federal and state securities laws. We and Allied NA have entered into indemnification agreements to indemnify our respective directors to the extent permitted under Delaware law.

II-1

Item 21. Exhibits and Financial Data Schedules. (A) Exhibits The following is a list of all the exhibits filed as part of the Registration Statement.

Exhibit No. Description 2.1 Amended and Restated Agreement and Plan of Reorganization between Allied Waste Industries, Inc. and Rabanco Acquisition Company, Rabanco Acquisition Company Two, Rabanco Acquisition Company Three, Rabanco Acquisition Company Four, Rabanco Acquisition Company Five, Rabanco Acquisition Company Six, Rabanco Acquisition Company Seven, Rabanco Acquisition Company Eight, Rabanco Acquisition Company Nine, Rabanco Acquisition Company Ten, Rabanco Acquisition Company Eleven, and Rabanco Acquisition Company Twelve. Exhibit 2.4 to Allieds Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 is incorporated herein by reference.

2.2 Agreement and Plan of Merger dated as of August 10, 1998 by and among Allied Waste Industries, Inc., AWIN II Acquisition Corporation and American Disposal Services, Inc. Exhibit 2 to Allieds Report on Form 8-K filed August 21, 1998 is incorporated herein by reference.

2.3 Agreement and Plan of Merger dated as of March 7, 1999 by and among Allied Waste Industries, Inc., AWIN I Acquisition Corporation and Browning-Ferris Industries, Inc. Exhibit 2 to Allieds Report on Form 8-K filed March 16, 1999 is incorporated herein by reference.

3.1 Amended Certificate of Incorporation of Allied. Exhibit 3.1 to the Companys Report on Form 10-K/A for the fiscal year ended December 31, 1996 is incorporated herein by reference.

3.1(i) Amendment to Amended Certificate of Incorporation of Allied dated October 15, 1998. Exhibit 3.4 to the Companys Report on Form 10-Q for the quarter ended September 30, 1998 is incorporated herein by reference.

3.1(ii) Certificate of Amendment of Restated Certificate of Incorporation of Allied dated January 23, 2003. Exhibit 3.1(ii) to the Companys Report on Form 10-K for the year ended December 31, 2002 is incorporated herein by reference.

3.2 Amended and Restated Bylaws of the Company as of May 13, 1997. Exhibit 3.2 to the Companys Report on Form 10-Q for the quarter ended June 30, 1997 is incorporated herein by reference.

3.2(i) Amendment to the Amended and Restated Bylaws of the Company, effective June 30, 1999. Exhibit 3.2 to Allieds Report on Form 10-K for the year ended December 31, 1999 is incorporated herein by reference.

3.2(ii) Amendment No. 2 to the Amended and Restated Bylaws of Allied Waste Industries, Inc., effective June 24, 2003. Exhibit 3.2 to Allieds Report on Form 10-Q for the quarter ended September 30, 2003 is incorporated herein by reference.

1 3.3 Certificate of Designations of 6 /4% Series C Senior Mandatory Convertible Preferred Stock of Allied Waste Industries, Inc., as filed with the Delaware Secretary of State on April 8, 2003. Exhibit 3.01 to Allieds Current Report on Form 8-K dated April 10, 2003 is incorporated by reference.

1 3.4 Certificate of Designations of 6 /4% Series D Senior Mandatory Convertible Preferred Stock of Allied Waste Industries, Inc., as filed with the Delaware Secretary of State on March 3, 2005. Exhibit 2 to Allieds Report on Form 8-A dated March 3, 2005 is incorporated herein by reference.

4.1 Senior Indenture relating to the 1998 Senior Notes dated as of December 23, 1998, by and among Allied NA and U.S. Bank Trust National Association, as Trustee, with respect to the 1998 Senior Notes and Exchange Notes. Exhibit 4.1 to Allieds Registration Statement on Form S-4 (No. 333-70709) is incorporated herein by reference.

4.2 Ten Year Series Supplemental Indenture relating to the 1998 Ten Year Notes, dated December 23, 1998, among Allied NA, the Guarantors and the Trustee. Exhibit 4.6 to Allieds Registration Statement on Form S-4 (No. 333-70709) is incorporated herein by reference.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4.3 Form of Series B Ten Year Notes. Exhibit 4.7 to Allieds Registration Statement on Form S-4 (No. 333-70709) is incorporated herein by reference.

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Exhibit No. Description

4.4 Fourth Supplemental Indenture relating to the 1998 Senior Notes, dated as of July 30, 1999, among Allied NA, certain guarantors signatory thereto, and U.S. Bank Trust National Association, as Trustee. Exhibit 4.26 to Allieds Report on Form 10-Q for the quarter ended June 30, 2000, is incorporated herein by reference.

4.5 Fifth Supplemental Indenture relating to the 1998 Senior Notes, dated as of December 29, 1999, among Allied NA, certain guarantors signatory thereto, and U.S. Bank Trust National Association, as Trustee. Exhibit 4.27 to Allieds Report on Form 10-Q for the quarter ended June 30, 2000, is incorporated herein by reference.

7 4.6 Sixth Supplemental Indenture relating to the 8 /8% Senior Notes 2008, dated January 30, 2001, among Allied NA, certain guarantors signatory thereto, and U.S. Bank Trust National Association, as Trustee. Exhibit 4.1 to Allieds Report on Form 10-Q for the quarter ended March 31, 2001 is incorporated herein by reference.

7 4.7 Amendment No. 1 to Sixth Supplemental Indenture relating to the 8 /8% Senior Notes due 2008, dated as of June 29, 2001, among Allied NA, certain guarantors signatory thereto, and U.S. Bank Trust National Association, as Trustee. Exhibit 4.2 to Allieds Registration Statement on Form S-4 (No. 333-61744) is incorporated herein by reference.

7 4.8 Seventh Supplemental Indenture relating to the 1998 Senior Notes and the 8 /8% Senior Notes due 2008, dated as of June 29, 2001, among Allied NA, certain guarantors signatory thereto and U.S. Bank Trust National Association, as Trustee. Exhibit 4.21 to Allieds Registration Statement on Form S-4 (No. 333-61744) is incorporated herein by reference.

1 4.9 Eighth Supplemental Indenture relating to the 8 /2% Senior Notes due 2008, dated November 27, 2001, among Allied NA, certain guarantors signature thereto, and U.S. Bank National Association, formerly U.S. Bank Trust National Association, as Trustee. Exhibit 4.1 to Allieds Registration Statement on Form S-4 (No. 333-82362) is incorporated by reference.

1 4.10 Ninth Supplemental Indenture relating to the 9 /4% Senior Notes due 2012, dated November 15, 2002, among Allied NA, certain guarantors signatory thereto, and U.S. Bank National Association as Trustee. Exhibit 10.75 to Allieds Report on Form 10K for the year ended December 31, 2002.

7 4.11 Tenth Supplemental Indenture governing the 7 /8% Senior Notes due 2013, dated April 9, 2003, among Allied Waste North America, Inc., Allied Waste Industries, Inc., the guarantors party thereto, and U.S. Bank National Association as Trustee. Exhibit 10.01 to Allieds Current Report on Form 8-K dated April 10, 2003 is incorporated by reference.

1 4.12 Eleventh Supplemental Indenture relating to the 6 /2% Senior Notes due 2010, dated November 10, 2003, among Allied NA, certain guarantors signatory thereto, and U.S. Bank National Association as Trustee. Exhibit 10.5 to Allieds Report on Form 10-Q for the quarter ended September 30, 2003 is incorporated herein by reference.

3 4.13 Twelfth Supplemental Indenture governing the 5 /4% Series A Senior Notes due 2011, dated January 27, 2004, among Allied Waste North America, Inc., Allied Waste Industries, Inc., the guarantors party thereto, and U.S. Bank National Association as Trustee. Exhibit 10.58 to Allied Report on Form 10-K for the year ended December 31, 2003.

1 4.14 Thirteenth Supplemental Indenture governing the 6 /8% Series A Senior Notes due 2014, dated January 27, 2004, among Allied Waste North America, Inc., Allied Waste Industries, Inc., the guarantors party thereto, and U.S. Bank National Association as Trustee. Exhibit 10.59 to Allied Report on Form 10-K for the year ended December 31, 2003.

3 4.15 Fourteenth Supplemental Indenture governing the 7 /8% Series A Senior Notes due 2014, dated April 20, 2004, among Allied Waste North America, Inc., Allied Waste Industries, Inc., the guarantors party thereto, and U.S. Bank National Association as Trustee. Exhibit 10.22 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004 is incorporated herein by reference.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3 4.16 Fifteenth Supplemental Indenture governing the 6 /8% Series A Senior Notes due 2011, dated April 20, 2004, among Allied Waste North America, Inc., Allied Waste Industries, Inc., the guarantors party thereto, and U.S. Bank National Association as Trustee. Exhibit 10.23 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

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Exhibit No. Description

1 4 .17 Sixteenth Supplemental Indenture governing the 7 /4% Series A Senior Notes due 2015, dated March 9, 2005, among Allied Waste North America, Inc., Allied Waste Industries, Inc., the guarantors party thereto, and U.S. Bank National Association, as Trustee. Exhibit 1.01 to Allieds Current Report on Form 8-K dated March 8, 2005 is incorporated herein by reference.

4 .18 Seven Year Series Supplemental Indenture relating to the 1998 Seven Year Notes, dated December 23, 1998, among Allied NA, the Guarantors and the Trustee. Exhibit 4.4 to Allieds Registration Statement on Form S-4 (No. 333-70709) is incorporated herein by reference.

4 .19 Form of Series B Seven Year Notes. Exhibit 4.25 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004 is incorporated herein by reference.

4 .20 Restated Indenture relating to debt issued by Browning-Ferris Industries, Inc., dated September 1, 1991, among BFI and First City, Texas-Houston, National Association, as Trustee. Exhibit 4.22 to Allieds Registration Statement on Form S-4 (No. 333-61744) is incorporated herein by reference.

4 .21 First Supplemental Indenture relating to the debt issued by Browning-Ferris Industries, Inc., dated July 30, 1999, among Allied, Allied NA, Browning-Ferris Industries, Inc. and Chase Bank of Texas, National Association, as Trustee. Exhibit 4.23 to Allieds Registration Statement on Form S-4 (No. 333-61744) is incorporated herein by reference.

4 .22 Second Amended and Restated Registration Rights Agreement, dated as of December 18, 2003, between Allied and the purchasers of the Series A Convertible Preferred Stock and related parties. Exhibit 10.60 to Allied Report on Form 10-K for the year ended December 31, 2003.

4 .23 Registration Rights Agreement, dated as of March 9, 2005, among the Registrant, Allied Waste North America, Inc., J.P. Morgan Securities Inc., UBS Securities LLC, Credit Suisse First Boston LLC, Wachovia Capital Markets, LLC, Banc of America Securities LLC, BNP Paribas Securities Corp., Calyan Securities (USA) and 1 Scotia Capital (USA) Inc. concerning the registration of the 7 /4% Senior Notes due 2015. Exhibit 1.02 top Allieds Current Report on Form 8-K dated March 10, 2005 is incorporated herein by reference.

4 .24 Indenture, dated as of April 20, 2004, among Allied Waste Industries, Inc., and U.S. Bank Trust National 1 Association, as Trustee, regarding the 4 /4% Senior Subordinated Convertible Debentures due 2034 of Allied Waste Industries, Inc. Exhibit 10.24 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004 is incorporated herein by reference.

1 4 .25 Form of 8 /2% Senior Notes due 2008 (included in Exhibit 4.9).

7 4 .26 Form of 8 /8% Senior Notes due 2008. Exhibit 4.3 to Allieds Registration Statement on Form S-4 (No. 333-61744) is incorporated herein by reference.

4 .27 First Supplemental Indenture, dated as of December 31, 2004, between Browning-Ferris Industries, Inc., BBCO, and JP Morgan Chase Bank, National Association as trustee. Exhibit 4.33 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

5 .1* Opinion of Latham & Watkins LLP, special counsel to Allied.

10.1 Securities Purchase Agreement dated April 21, 1997 between Apollo Investment Fund III, L.P., Apollo Overseas Partners III, L.P., and Apollo (U.K.) Partners III, L.P.; Blackstone Capital Partners II Merchant Banking Fund L.P., Blackstone Offshore Capital Partners II L.P. and Blackstone Family Investment Partnership II L.P.; Laidlaw Inc. and Laidlaw Transportation, Inc.; and Allied Waste Industries, Inc. Exhibit 10.1 to Allieds Report on Form 10-Q for the quarter ended March 31, 1997, is incorporated herein by reference.

10.2 2005 Non-Employee Director Equity Compensation Plan. Exhibit 10.7 to Allieds Quarterly Report on Form 10-Q, dated August 4, 2005, is incorporated herein by reference.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 10.3 Amended and Restated 1994 Incentive Stock Plan. Exhibit 10.1 to Allieds Quarterly Report on Form 10-Q dated May 31, 1996, is incorporated herein by reference.

10.4 First Amendment to the 1994 Amended and Restated Incentive Stock Plan dated January 1, 1998. Exhibit 4.44 to Allieds Quarterly Report on Form 10-Q dated May 15, 2002, is incorporated herein by reference.

10.5 First Amendment to the 1994 Incentive Stock Plan dated June 20, 2000 is incorporated herein by reference.

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Exhibit No. Description

10.6 Second Amendment to the 1994 Incentive Stock Plan dated December 12, 2002. Exhibit 10.46 to Allieds Annual Report on Form 10-K dated March 26, 2003, is incorporated herein by reference.

10.7 2005 Senior Management Incentive Plan. Exhibit 10.5 to Allieds Quarterly Report on Form 10-Q, dated May 5, 2005, is incorporated herein by reference.

10.8 2005 Transition Plan for Senior and Key Management Employees. Exhibit 10.7 to Allieds Quarterly Report on form 10-Q, dated May 5, 2005, is incorporated herein by reference.

10.9 First Amendment to Allied Waste Industries, Inc. Long-Term Incentive Plan. Exhibit 10.9 to Allieds Quarterly Report on form 10-Q, dated May 5, 2005, is incorporated herein by reference.

10.10 Amended and Restated Collateral Trust Agreement, dated April 29, 2003, among Allied NA, certain of its subsidiaries, and JPMorgan Chase Bank, as Collateral Trustee. Exhibit 10.14 to Allieds Registration Statement on Form S-4 (No. 333-104451) is incorporated herein by reference.

10.11 Amended and Restated Shared Collateral Pledge Agreement, dated April 29, 2003, among Allied NA, certain of its subsidiaries, and JP Morgan Chase Bank, as Collateral Trustee. Exhibit 10.13 to Allieds Registration Statement on Form S-4 (No. 333-104451) is incorporated herein by reference.

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Exhibit No. Description

10.12 Amended and Restated Shared Collateral Security Agreement, dated April 29, 2003, among Allied NA, certain of its subsidiaries, and JP Morgan Chase Bank, as Collateral Trustee. Exhibit 10.12 to Allieds Registration Statement on Form S-4 (No. 333-104451) is incorporated herein by reference.

10.13 Amended and Restated Non-Shared Collateral Security Agreement, dated April 29, 2003, among Allied, Allied NA, certain of its subsidiaries, and JP Morgan Chase Bank, as Collateral Agent. Exhibit 10.10 to Allieds Registration Statement on Form S-4 (No. 333-104451) is incorporated herein by reference.

10.14 Amended and Restated Non-Shared Collateral Pledge Agreement, dated April 29, 2003, among Allied, Allied NA, certain of its subsidiaries, and JP Morgan Chase Bank, as Collateral Agent. Exhibit 10.11 to Allieds Registration Statement on Form S-4 (No. 333-104451) is incorporated herein by reference.

10.15 Amended and Restated Credit Agreement, dated March 21, 2005 among Allied NA, Allied, certain lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and Citicorp North America, Inc., as Syndication Agent. Exhibit 10.11 to Allieds Report on Form 10-Q for the quarter ended March 31, 2005 is incorporated herein by reference.

10.16 Exchange Agreement, dated July 31, 2003, by and among Allied Waste Industries, Inc., and the Parties Listed on Schedule I thereto. Exhibit 1.01 to Allieds Current Report on Form 8-K dated August 6, 2003 is incorporated by reference.

10.17 Executive Employment Agreement between the Company and Thomas W. Ryan effective August 1, 2003. Exhibit 10.1 to Allieds Report on Form 10-Q for the quarter ended September 30, 2003 is incorporated herein by reference.

10.18 Executive Employment Agreement between the Company and Donald W. Slager effective January 1, 2004. Exhibit 10.2 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

10.19 Executive Employment Agreement between the Company and Peter S. Hathaway effective January 1, 2004. Exhibit 10.3 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

10.20 Executive Employment Agreement between the Company and Steven M. Helm effective January 1, 2004. Exhibit 10.4 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

10.21 Executive Employment Agreement between the Company and Donald A. Swierenga effective June 1, 2004. Exhibit 10.12 to Allieds Report on Form 10-Q for the quarter ended March 31, 2005, is incorporated herein by reference.

10.22 Long-Term Incentive Plan effective January 1, 2004. Exhibit 10.5 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

10.23 Amended and Restated 1991 Incentive Stock Plan effective February 5, 2004. Exhibit 10.8 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

10.24 Executive Deferred Compensation Plan effective February 5, 2004. Exhibit 10.9 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

10.25 Supplemental Executive Retirement Plan effective August 1, 2003. Exhibit 10.10 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

10.26 Amendment to the 1993 Incentive Stock Plan 2004-2, effective February 5, 2004. Exhibit 10.12 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 10.27 Restated 1993 Incentive Stock Plan effective February 5, 2004. Exhibit 10.13 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

10.28 Restated 1994 Incentive Stock Plan effective February 5, 2004. Exhibit 10.16 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

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Exhibit No. Description

10.29 Indemnification Agreement Employees (Specimen Agreement with List of Covered Persons). Exhibit 10.18 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

10.30 Indemnification Agreement Employees (List of Covered Persons). Exhibit 10.2 to Allieds Report on Form 10-Q for the quarter ended June 30, 2004, is incorporated herein by reference.

10.31 Indemnification Agreement Non-Employee Directors (Specimen Agreement with List of Covered Persons). Exhibit 10.19 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

10.32 Indemnification Agreement Non-Employee Directors (List of Covered Persons). Exhibit 10.3 to Allieds Report on Form 10-Q for the quarter ended June 30, 2004, is incorporated herein by reference.

10.33 Executive Employment Agreement between the Company and Charles H. Cotros effective October 4, 2004. Exhibit 10.1 to Allieds Report on Form 8-K dated October 6, 2004 is incorporated herein by reference.

10.34 First Amendment to Executive Employment Agreement effective May 27, 2005, between Allied Waste Industries, Inc. and Charles H. Cotros. Exhibit 10.09 to Allieds Quarterly Report on Form 10-Q, dated August 4, 2005, is incorporated herein by reference.

10.35 Option Agreement between the Company and Charles H. Cotros effective October 4, 2004. Exhibit 10.1 to Allieds Report on Form 8-K dated October 6, 2004 is incorporated herein by reference.

10.36 Amendment to the Executive Employment Agreement between the Company and Thomas H. Van Weelden effective October 4, 2004. Exhibit 10.1 to Allieds Report on Form 8-K dated October 6, 2004 is incorporated herein by reference.

10.37 Second Amendment to Executive Employment Agreement between Allied Waste Industries, Inc. and Thomas H. Van Weelden, effective October 25, 2004. Exhibit 10.03 to Allieds Report on Form 8-K dated October 26, 2004 is incorporated herein by reference.

10.38 Form of Nonqualified Stock Option Agreement under the Amended and Restated 1991 Incentive Stock Option Plan. Exhibit 10.01 to Allieds Report on Form 8-K dated December 10, 2004 is incorporated herein by reference.

10.39 Form of Restricted Stock Units Agreement under the Amended and Restated 1991 Incentive Stock Plan. Exhibit 10.02 to Allieds Report on Form 8-K dated December 10, 2004 is incorporated herein by reference.

10.40 First Amendment to the Amended and Restated 1991 Incentive Stock Plan (As Amended and Restated effective February 5, 2004). Exhibit 10.03 to Allieds Report on Form 8-K dated December 10, 2004 is incorporated herein by reference.

10.41 Form of Nonqualified Stock Option Agreement under the 1994 Amended and Restated Non-Employee Directors Stock Option Plan. Exhibit 10.61 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

10.42 Form of Performance-Accelerated Restricted Stock Agreement under the Amended and Restated 1991 Incentive Stock Plan. Exhibit 10.62 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

10.43 Form of the First Amendment to the Performance-Accelerated Restricted Stock Agreement, dated January 1, 2002, under the Amended and Restated 1991 Incentive Stock Plan. Exhibit 10.63 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 10.44 Form of the Second Amendment to the Performance-Accelerated Restricted Stock Agreement, dated July 1, 2004, under the Amended and Restated 1991 Incentive Stock Plan. Exhibit 10.64 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

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Exhibit No. Description

10.45 Form of the Restricted Stock Units Agreement under the Amended and Restated 1991 Incentive Stock Plan. Exhibit 10.65 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

10.46 Form of the Amendment to the Restricted Stock Units Agreement under the Amended and Restated 1991 Incentive Stock Plan. Exhibit 10.66 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

10.47 Form of Restricted Stock Agreement under 2005 Non-Employee Director Equity Compensation Plan. Exhibit 10.2 to Allieds Report on Form 10-Q for the quarter ended March 31, 2005, is incorporated herein by reference.

10.48 Form of Restricted Stock Units Agreement under 2005 Non-Employee Director Equity Compensation Plan. Exhibit 10.3 to Allieds Report on Form 10-Q for the quarter ended March 31, 2005, is incorporated herein by reference.

10.49 Form of Stock Option Agreement under 2005 Non-Employee Director Equity Compensation Plan. Exhibit 10.4 to Allieds Report on Form 10-Q for the quarter ended March 31, 2005, is incorporated herein by reference.

10.50 Receivables Sale Agreement, dated as of March 7, 2003, among Allied Waste North America, Inc, as originators and Allied Receivables Funding Incorporated as buyer. Exhibit 10.67 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

10.51 Credit and Security Agreement, dated as of March 7, 2003, among Allied Receivables Funding Incorporated as borrower, Allied Waste North America, Inc. as servicer, Blue Ridge Asset Funding Corporation as a lender, Wachovia Bank, National Association as a lender group agent and Wachovia Bank, National Association as agent. Exhibit 10.68 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

10.52 Sixth Amendment to Receivable Sale Agreement, effective September 30, 2004. Exhibit 10.69 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

10.53 Seventh Amendment to Credit and Security Agreement, effective September 30, 2004. Exhibit 10.70 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

10.54 Eighth Amendment to the Receivables Sale Agreement, dated as of May 31, 2005, among Allied Waste North America, Inc, as originators and Allied Receivables Funding Incorporated as buyer. Exhibit 10.53 to Allieds Report on Form S-4 dated June 29, 2005 is incorporated herein by reference.

10.55 Ninth Amendment to the Credit and Security Agreement, dated as of May 31, 2005, among Allied Receivables Funding Incorporated as borrower, Allied Waste North America, Inc. as servicer, Blue Ridge Asset Funding Corporation as a lender, Wachovia Bank, National Association as agent, liquidity bank and lender group agent, Atlantic Asset Securitization Corp., as a lender and Calyon New York Branch, as Atlantic group agent and as Atlantic liquidity bank. Exhibit 10.54 to Allieds Report on Form S-4 dated June 29, 2005 is incorporated herein by reference.

10.56 2005 Executive Deferred Compensation Plan, effective December 1, 2004. Exhibit 10.71 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

10.57 Executive Employment Agreement between the Company and James E. Gray, effective January 3, 2001. Exhibit 10.72 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

10.58 Executive Employment Agreement between the Company and John J. Zillmer effective May 27, 2005. Exhibit 10.01 to Allieds Report on Form 8-K dated May 31, 2005 is incorporated herein by reference.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 10.59 Nonqualified Stock Option Agreement between the Company and John J. Zillmer effective May 27, 2005. Exhibit 10.02 to Allieds Report on Form 8-K dated May 31, 2005 is incorporated herein by reference.

II-8

Exhibit No. Description

10.60 Restricted Stock Agreement between the Company and John J. Zillmer effective May 27, 2005. Exhibit 10.03 to Allieds Report on Form 8-K dated May 31, 2005 is incorporated herein by reference.

10.61 Indemnity Agreement between the Company and John J. Zillmer effective May 27, 2005. Exhibit 10.04 to Allieds Report on Form 8-K dated May 31, 2005 is incorporated herein by reference.

12.1 Ratio of earnings to fixed charges and preferred stock dividends. Exhibit 12.1 to Allieds Report on Form 10-Q for the quarter ended June 30, 2005, is incorporated herein by reference.

21* Subsidiaries of the Registrant.

23.1* Consent of PricewaterhouseCoopers LLP.

25.1* Statement of Eligibility of U.S. Bank National Association, as trustee, on form T-1.

99.1* Form of Letter of Transmittal.

99.2* Form of Notice of Guaranteed Delivery.

99.3* Form of Letter from Allied Waste Industries, Inc. to Registered Holders and DTC Participants.

99.4* Form of Instructions from Beneficial Owners to Registered Holders and DTC Participants.

99.5* Form of Letter to Beneficial Holders.

* Filed herewith. (B) Financial Statement Schedules Schedules are omitted since the information required to be submitted has been included in the Supplemental Consolidated Financial Statements of the Company or the notes thereto, or the required information is not applicable.

Item 22. Undertakings The Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-9

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; (4) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (5) to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. (6) that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-10

SIGNATURES Pursuant to the requirements of the Securities Act, Allied Waste Industries, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

Allied Waste Industries, Inc.

By: /s/ Peter S. Hathaway Peter S. Hathaway Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter S. Hathaway, jointly and severally, each in his own capacity, his true and lawful attorney-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorney-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by each of the following persons in the capacities indicated on September 28, 2005.

Signature Title

/s/ John J. Zillmer Chairman of the Board and Chief Executive Officer John J. Zillmer (Principal Executive Officer)

/s/ Peter S. Hathaway Executive Vice President and Chief Financial Officer Peter S. Hathaway (Principal Financial Officer)

/s/ James E. Gray Senior Vice President, Controller and James E. Gray Chief Accounting Officer (Principal Accounting Officer)

/s/ Robert Agate Director Robert Agate

/s/ Leon D. Black Director Leon D. Black

/s/ Charles H. Cotros Director Charles H. Cotros

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Signature Title

/s/ James W. Crownover Director James W. Crownover

/s/ Michael S. Gross Director Michael S. Gross

/s/ Dennis R. Hendrix Director Dennis R. Hendrix

/s/ J. Tomilson Hill Director J. Tomilson Hill

/s/ Nolan Lehmann Director Nolan Lehmann

/s/ James A. Quella Director James A. Quella

/s/ Antony P. Ressler Director Antony P. Ressler

II-12

Pursuant to the requirements of the Securities Act, Allied Waste North America, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

Allied Waste North America, Inc.

By: /s/ Peter S. Hathaway Peter S. Hathaway Executive Vice President

Signature Title

/s/ John J. Zillmer Director, President (Principal Executive Officer) and Chief Executive Officer John J. Zillmer

/s/ Peter S. Hathaway Director, Executive Vice President, Peter S. Hathaway Chief Financial Officer and Chief Accounting Officer (Principal Accounting Officer)

/s/ Thomas P. Martin Vice President and Treasurer Thomas P. Martin (Principal Financial Officer)

/s/ Steven M. Helm Director, Vice President Legal and Corporate Secretary Steven M. Helm

II-13

Pursuant to the requirements of the Securities Act, AWNA Trust certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

AWNA Trust

Allied Waste Industries, Inc., By: Sponsor

By: /s/ Peter S. Hathaway Peter S. Hathaway Executive Vice President

II-14

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule A hereto certifies that it reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule A hereto.

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas P. Martin, jointly and severally, each in his own capacity, his true and lawful attorney-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorney-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by each of the following persons in the capacities indicated on September 28, 2005.

Signature Title

/s/ Donald W. Slager Director and Executive Vice President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Director and Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ James E. Gray Director James E. Gray

II-15

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule B hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule B hereto.

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager Director and President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Director and Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ James E. Gray Director James E. Gray

II-16

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule C hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule C hereto.

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Peter S. Hathaway Director and President Peter S. Hathaway (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ Steven M. Helm Director and Vice President Steven M. Helm

II-17

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule D hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule D hereto.

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager Executive Vice President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ Donald W. Slager Director and President of Donald W. Slager Browning-Ferris Industries, LLC, Member

/s/ Thomas P. Martin Director and Treasurer of Thomas P. Martin Browning-Ferris Industries, LLC, Member

/s/ James E. Gray Director of Browning-Ferris Industries, LLC, Member James E. Gray

II-18

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule E hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule E hereto.

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Peter S. Hathaway Director and President Peter S. Hathaway (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ Steven M. Helm Vice President Steven M. Helm

II-19

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule F hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule F hereto.

Browning-Ferris Industries of Tennessee, Inc. By: Member

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose Signature appears below constitutes and appoints Thomas P. Martin, jointly and severally, each in his own capacity, his true and lawful attorney-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorney-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by each of the following persons in the capacities indicated on September 28, 2005.

Signature Title

/s/ Donald W. Slager Executive Vice President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ Donald W. Slager Director and Executive Vice President of Browning-Ferris Donald W. Slager Industries of Tennessee, Inc., Member

/s/ Thomas P. Martin Director and Treasurer of Browning-Ferris Thomas P. Martin Industries of Tennessee, Inc., Member

/s/ James E. Gray Director of Browning-Ferris James E. Gray Industries of Tennessee, Inc., Member

II-20

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule G hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule G hereto.

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager Executive Vice President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ John J. Zillmer Director, President and John J. Zillmer Chief Executive Officer of Allied Waste North America, Inc. as Managing Member

/s/ Steven M. Helm Director, Vice President Legal and Corporate Secretary Steven M. Helm of Allied Waste North America, Inc. as Managing Member

/s/ Peter S. Hathaway Director, Executive Vice President, Chief Financial Peter S. Hathaway Officer and Chief Accounting Officer of Allied Waste North America, Inc. as Managing Member

II-21

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule H hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule H hereto.

Allied Waste Landfill Holdings, Inc. By: General Partner

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager Director and President of Allied Waste Landfill Donald W. Slager Holdings, Inc. (Principal Executive Officer)

/s/ Thomas P. Martin Director and Treasurer of Allied Waste Landfill Thomas P. Martin Holdings, Inc. (Principal Executive Officer)

/s/ James E. Gray Director of Allied Waste Landfill Holdings, Inc. James E. Gray

II-22

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule I hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule I hereto.

Bridgeton Landfill, LLC By: Member

Allied Waste North America, Inc. By: Member of Bridgeton Landfill, LLC

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager Executive Vice President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

II-23

Signature Title

/s/ John J. Zillmer Director, President and Chief Executive Officer of John J. Zillmer Allied Waste North America, Inc.

/s/ Steven H. Helm Director, Vice President Legal and Corporate Secretary Steven H. Helm of Allied Waste North America, Inc.

/s/ Peter S. Hathaway Director, Executive Vice President, Chief Financial Peter S. Hathaway Officer and Chief Accounting Officer of Allied Waste North America, Inc.

II-24

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule J hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule J hereto.

Allied Waste Landfill Holdings, Inc. By: General Partner

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Allied Waste North America, Inc. By: General Partner

By: /s/ Thomas P. Martin Thomas P. Martin Vice President and Treasurer

II-25

Signature Title

/s/ Donald W. Slager Director and President of Allied Waste Landfill Donald W. Slager Holdings, Inc. (Principal Executive Officer)

/s/ Thomas P. Martin Director and Treasurer of Allied Waste Landfill Thomas P. Martin Holdings, Inc. (Principal Financial Officer and Principal Accounting Officer)

/s/ James E. Gray Director of Allied Waste Landfill Holdings, Inc. James E. Gray

/s/ John J. Zillmer Director, President and Chief Executive Officer John J. Zillmer of Allied Waste North America, Inc. (Principal Executive Officer)

/s/ Steven M. Helm Director, Vice President Legal and Corporate Secretary Steven M. Helm of Allied Waste North America, Inc.

/s/ Peter S. Hathaway Director, Executive Vice President, Chief Accounting Officer and Peter S. Hathaway Chief Financial Officer of Allied Waste North America, Inc. (Principal Accounting Officer)

/s/ Thomas P. Martin Vice President and Treasurer of Allied Waste North Thomas P. Martin America, Inc. (Principal Financial Officer)

II-26

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule K hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule K hereto.

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ John J. Zillmer Director, President and Chief Executive John J. Zillmer Officer of Allied Waste North America, Inc., Member

/s/ Peter S. Hathaway Director, Executive Vice President, Peter S. Hathaway Chief Financial Officer and Chief Accounting Officer of Allied Waste North America, Inc., Member

/s/ Steven M. Helm Director, Vice President Legal and Corporate Secretary Steven M. Helm of Allied Waste North America, Inc., Member

II-27

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule L hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule L hereto.

Liberty Waste Services of Illinois, L.L.C. By: Managing Member

Liberty Waste Services Limited, L.L.C. By: Managing Member of Liberty Waste Services of Illinois, L.L.C.

American Disposal Services of Illinois, Inc. By: Managing Member of Liberty Waste Services Limited, L.L.C.

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

II-28

Signature Title

/s/ Donald W. Slager Executive Vice President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ Donald W. Slager Director and President of American Disposal Donald W. Slager Services of Illinois, Inc.

/s/ Thomas P. Martin Director and Treasurer of American Disposal Thomas P. Martin Services of Illinois, Inc.

/s/ James E. Gray Director of American Disposal James E. Gray Services of Illinois, Inc.

II-29

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule M hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule M hereto.

Brenham Total Roll-Offs, LP By: Member

Allied Waste Landfill Holdings, Inc. By: General Partner

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager Executive Vice President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

II-30

Signature Title

/s/ Donald W. Slager Director and President of Donald W. Slager Allied Waste Landfill Holdings, Inc. as General Partner

/s/ Thomas P. Martin Director and Treasurer of Thomas P. Martin Allied Waste Landfill Holdings, Inc. as General Partner

/s/ James E. Gray Director of Allied Waste Landfill Holdings, Inc. James E. Gray as General Partner

II-31

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule N hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule N hereto.

Liberty Waste Services Limited, L.L.C. By: Managing Member

American Disposal Services of Illinois, Inc. By: Managing Member of Liberty Waste Services Limited, L.L.C.

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager Executive Vice President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

II-32

Signature Title

/s/ Donald W. Slager Director and President of Donald W. Slager American Disposal Services Illinois, Inc.

/s/ Thomas P. Martin Director and Treasurer of American Thomas P. Martin Disposal Services of Illinois, Inc.

/s/ James E. Gray Director of American James E. Gray Disposal Services of Illinois, Inc.

II-33

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule O hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule O hereto.

American Disposal Services of Illinois, Inc. By: Managing Member

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ Donald W. Slager Director and President of Donald W. Slager American Disposal Services Illinois, Inc.

II-34

Signature Title

/s/ Thomas P. Martin Director and Treasurer of American Thomas P. Martin Disposal Services of Illinois, Inc.

/s/ James E. Gray Director of American Disposal James E. Gray Services of Illinois, Inc.

II-35

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule P hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule P hereto.

Allied Green Power, Inc. By: Member

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ Donald W. Slager Director and President Donald W. Slager of Allied Green Power, Inc., Member

II-36

Signature Title

/s/ Thomas P. Martin Director and Treasurer Thomas P. Martin of Allied Green Power, Inc., Member

/s/ James E. Gray Director of Allied Green Power, Inc., Member James E. Gray

II-37

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule Q hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule Q hereto.

ECDC Holdings, Inc. By: Member

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager Executive Vice President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ Donald W. Slager Director and Executive Vice President of ECDC Holdings, Inc., Donald W. Slager Member

II-38

Signature Title

/s/ Thomas P. Martin Director and Treasurer of ECDC Holdings, Inc., Member Thomas P. Martin

/s/ James E. Gray Director of ECDC Holdings, Inc., Member James E. Gray

II-39

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule R hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule R hereto.

By: Allied Waste Systems, Inc., Member

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager Executive Vice President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ Donald W. Slager Director and President of Allied Waste Systems, Inc., Member Donald W. Slager

/s/ Thomas P. Martin Director and Treasurer of Allied Waste Systems, Inc., Member Thomas P. Martin

/s/ James E. Gray Director of Allied Waste Systems, Inc., Member James E. Gray

II-40

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule S hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule S hereto.

By: Rabanco Recycling, Inc. General Partner

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

By: Rabanco, Ltd. General Partner

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

II-41

Signature Title

/s/ Donald W. Slager Director and Executive Vice President of Rabanco Recycling, Inc. Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Director and Treasurer of Rabanco Recycling, Inc. Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ James E. Gray Director of Rabanco Recycling, Inc. James E. Gray

/s/ Donald W. Slager Director and Executive Vice President of Rabanco, Ltd. (Principal Donald W. Slager Executive Officer)

/s/ Thomas P. Martin Director and Treasurer of Rabanco, Ltd. Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ James E. Gray Director of Rabanco, Ltd. James E. Gray

II-42

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule T hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule T hereto.

By: Rabanco, Ltd. Managing General Partner

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager Director, Executive Vice President of Rabanco, Ltd., Managing General Partner Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Director, Treasurer of Rabanco, Ltd., Thomas P. Martin Managing General Partner (Principal Financial Officer and Principal Accounting Officer)

/s/ James E. Gray Director of Rabanco, Ltd., Managing General Partner James E. Gray

II-43

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule U hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule U hereto.

By: /s/ Thomas P. Martin Thomas P. Martin President

Signature Title

/s/ Paul Rosland Sole Director and President Paul Rosland

II-44

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule V hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule V hereto.

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager Director and Executive Vice President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Director and Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ Steven Forney Director Steven Forney

/s/ James E. Gray Director James E. Gray

II-45

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule W hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule W hereto.

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Steven M. Helm Director and President Steven M. Helm (Principal Executive Officer)

/s/ Donald W. Slager Director Donald W. Slager

II-46

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule X hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule X hereto.

Allied Waste North America, Inc. By: General Partner

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Browning-Ferris Industries of Tennessee, Inc. By: General Partner

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

II-47

Signature Title

/s/ John J. Zillmer Director, President and Chief Executive Officer John J. Zillmer of Allied Waste North America, Inc. (Principal Executive Officer)

/s/ Peter S. Hathaway Director, Executive Vice President, Chief Financial Peter S. Hathaway Officer and Chief Accounting Officer of Allied Waste North America, Inc. (Principal Accounting Officer)

/s/ Thomas P. Martin Vice President and Treasurer Thomas P. Martin (Principal Financial Officer) of Allied Waste North America, Inc.

/s/ Steven M. Helm Director, Vice President Legal and Corporate Steven M. Helm Secretary of Allied Waste North America, Inc.

/s/ Donald W. Slager Director and Executive Vice President of Browning-Ferris. Industries of Donald W. Slager Tennessee, Inc. (Principal Executive Officer)

/s/ Thomas P. Martin Director and Treasurer of Browning-Ferris Industries of Tennessee, Inc. Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ James E. Gray Director of Browning-Ferris Industries of Tennessee, Inc. James E. Gray

II-48

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule Y hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule Y hereto.

Frontier Waste Services, L.P. By: Member

Allied Waste Landfill Holdings, Inc. By: General Partner of Frontier Waste Services, L.P.

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager Executive Vice President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

II-49

Signature Title

/s/ Donald W. Slager Director and President of Allied Waste Donald W. Slager Landfill Holdings, Inc.

/s/ Thomas P. Martin Director and Treasurer of Allied Waste Thomas P. Martin Landfill Holdings, Inc.

/s/ James E. Gray Director of Allied Waste Landfill Holdings, Inc. James E. Gray

II-50

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule Z hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule Z hereto.

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager Executive Vice President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ Donald W. Slager Director and President of BFI Waste Systems of Donald W. Slager North America, Inc., Member

/s/ Thomas P. Martin Director and Treasurer of BFI Waste Systems of Thomas P. Martin North America, Inc., Member

/s/ James E. Gray Director of BFI Waste Systems of James E. Gray North America, Inc., Member

II-51

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule AA hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule AA hereto.

Allied Waste North America, Inc., By: Member and Manager

By: /s/ Peter S. Hathaway Peter S. Hathaway Executive Vice President

By: BFI Energy Systems of Essex County, Inc., Member

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

II-52

Signature Title

/s/ Donald W. Slager President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ John J. Zillmer Director, President and Chief Executive Officer of Allied Waste North John J. Zillmer America, Inc., Member and Manager

/s/ Peter S. Hathaway Director, Executive Vice President, Chief Financial Officer and Chief Peter S. Hathaway Accounting Officer of Allied Waste North America, Inc., Member and Manager

/s/ Steven M. Helm Director, Vice President Legal and Corporate Secretary of Allied Steven M. Helm Waste North America, Inc., Member and Manager

/s/ Donald W. Slager Director and President of BFI Energy Systems of Donald W. Slager Essex County, Inc., Member

/s/ Thomas P. Martin Director and Treasurer of BFI Energy Systems of Thomas P. Martin Essex County, Inc., Member

/s/ Donald W. Slager Director of BFI Energy Systems of Donald W. Slager Essex County, Inc., Member

II-53

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule BB hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule BB hereto.

Allied Waste North America, Inc., By: Member and Manager

By: /s/ Peter S. Hathaway Peter S. Hathaway Executive Vice President

BFI Energy Systems of Hempstead, Inc. By: Member

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

II-54

Signature Title

/s/ Donald W. Slager President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ John J. Zillmer Director, President and Chief Executive Officer of Allied Waste North John J. Zillmer America, Inc., Member and Manager

/s/ Peter S. Hathaway Director, Executive Vice President, Chief Financial Officer and Chief Peter S. Hathaway Accounting Officer of Allied Waste North America, Inc., Member and Manager

/s/ Steven M. Helm Director, Vice President Legal and Corporate Secretary of Allied Waste Steven M. Helm North America, Inc., Member and Manager

/s/ Donald W. Slager Director and President of BFI Energy Systems of Hempstead, Inc., Member Donald W. Slager

/s/ Thomas P. Martin Director and Treasurer of BFI Energy Systems of Hempstead, Inc., Member Thomas P. Martin

/s/ James E. Gray Director of BFI Energy Systems James E. Gray of Hempstead, Inc., Member

II-55

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule CC hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule CC hereto.

Allied Waste North America, Inc., By: Member and Manager

By: /s/ Peter S. Hathaway Peter S. Hathaway Executive Vice President

BFI Energy Systems of Niagara, Inc. By: Member

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Browning-Ferris Industries of New York, Inc. By: Member

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

II-56

Signature Title

/s/ Donald W. Slager President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ John J. Zillmer Director, President and Chief Executive Officer of John J. Zillmer Allied Waste North America, Inc., Member and Manager

/s/ Peter S. Hathaway Director, Executive Vice President, Peter S. Hathaway Chief Financial Officer and Chief Accounting Officer of Allied Waste North America, Inc., Member and Manager

/s/ Steven M. Helm Director, Vice President Legal and Corporate Steven M. Helm Secretary of Allied Waste North America, Inc., Member and Manager

/s/ Donald W. Slager Director and President of Donald W. Slager BFI Energy Systems of Niagara, Inc., Member

/s/ Thomas P. Martin Director and Treasurer of Thomas P. Martin BFI Energy Systems of Niagara, Inc., Member

/s/ James E. Gray Director of BFI Energy Systems of James E. Gray Niagara, Inc., Member

/s/ Donald W. Slager Director and Executive Vice President of Donald W. Slager Browning-Ferris Industries of New York, Inc., Member

/s/ Thomas P. Martin Director and Treasurer of Thomas P. Martin Browning-Ferris Industries of New York, Inc., Member

/s/ James E. Gray Director of Browning-Ferris Industries of James E. Gray New York, Inc., Member

II-57

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule DD hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule DD hereto.

Allied Waste North America, Inc., By: Member and Manager

By: /s/ Peter S. Hathaway Peter S. Hathaway Executive Vice President

BFI Energy Systems of Southeastern By: Connecticut, Inc., Member

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

II-58

Signature Title

/s/ Donald W. Slager President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ John J. Zillmer Director, President and Chief Executive Officer of John J. Zillmer Allied Waste North America, Inc., Member and Manager

/s/ Peter S. Hathaway Director, Executive Vice President, Peter S. Hathaway Chief Financial Officer and Chief Accounting Officer of Allied Waste North America, Inc., Member and Manager

/s/ Steven M. Helm Director, Vice President Legal and Corporate Secretary of Allied Steven M. Helm Waste North America, Inc., Member and Manager

/s/ Donald W. Slager Director and President of BFI Energy Systems of Southeastern Donald W. Slager Connecticut, Inc., Member

/s/ Thomas P. Martin Director and Treasurer of BFI Energy Systems of Southeastern Thomas P. Martin Connecticut, Inc., Member

/s/ James E. Gray Director of BFI Energy Systems of Southeastern Connecticut, Inc., James E. Gray Member

II-59

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule EE hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule EE hereto.

BFI Energy Systems of Southeastern By: Connecticut, Inc., General Partner

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager Director and President of BFI Energy Systems of Southeastern Donald W. Slager Connecticut, Inc., General Partner

/s/ Thomas P. Martin Director and Treasurer of BFI Energy Systems of Southeastern Thomas P. Martin Connecticut, Inc., General Partner

/s/ James E. Gray Director of BFI Energy Systems of Southeastern Connecticut, Inc., James E. Gray Managing General Partner

II-60

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule FF hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule FF hereto.

Browning-Ferris Industries of Ohio, Inc., By: Member

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager Executive Vice President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ Donald W. Slager Director and Executive Vice President of Donald W. Slager Browning-Ferris Industries of Ohio, Inc., Member

II-61

Signature Title

/s/ Thomas P. Martin Director and Treasurer of Browning-Ferris Industries of Ohio, Inc., Thomas P. Martin Member

/s/ James E. Gray Director of Browning-Ferris Industries of Ohio, Inc., Member James E. Gray

II-62

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule GG hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule GG hereto.

County Disposal (Ohio), Inc., By: Member

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager Executive Vice President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ Donald W. Slager Director and Executive Vice President of Donald W. Slager County Disposal (Ohio), Inc., Member

/s/ Thomas P. Martin Director and Treasurer of Thomas P. Martin County Disposal (Ohio), Inc., Member

/s/ James E. Gray Director of James E. Gray County Disposal (Ohio), Inc., Member

II-63

Pursuant to the requirements of the Securities Act, each of the Subsidiary Guarantors listed on Schedule HH hereto certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 28, 2005.

On behalf of each Subsidiary Guarantor listed on Schedule HH hereto.

Browning-Ferris Industries, LLC By: Member

By: /s/ Thomas P. Martin Thomas P. Martin Treasurer

Signature Title

/s/ Donald W. Slager President Donald W. Slager (Principal Executive Officer)

/s/ Thomas P. Martin Treasurer Thomas P. Martin (Principal Financial Officer and Principal Accounting Officer)

/s/ Donald W. Slager Director and President Donald W. Slager of Browning-Ferris Industries, LLC, Member

II-64

Signature Title

/s/ Thomas P. Martin Director and Treasurer Thomas P. Martin of Browning-Ferris Industries, LLC, Member

/s/ James E. Gray Director of Browning-Ferris Industries, LLC, Member James E. Gray

II-65

EXHIBIT INDEX

3.1 Amended Certificate of Incorporation of Allied. Exhibit 3.1 to the Companys Report on Form 10-K/A for the fiscal year ended December 31, 1996 is incorporated herein by reference.

3.2 Amended and Restated Bylaws of the Company as of May 13, 1997. Exhibit 3.2 to the Companys Report on Form 10-Q for the quarter ended June 30, 1997 is incorporated herein by reference.

4.3 Form of Series B Ten Year Notes. Exhibit 4.7 to Allieds Registration Statement on Form S-4 (No. 333-70709) is incorporated herein by reference.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4.4 Fourth Supplemental Indenture relating to the 1998 Senior Notes, dated as of July 30, 1999, among Allied NA, certain guarantors signatory thereto, and U.S. Bank Trust National Association, as Trustee. Exhibit 4.26 to Allieds Report on Form 10-Q for the quarter ended June 30, 2000, is incorporated herein by reference.

Exhibit No. Description

1 4.9 Eighth Supplemental Indenture relating to the 8 /2% Senior Notes due 2008, dated November 27, 2001, among Allied NA, certain guarantors Signature thereto, and U.S. Bank National Association, formerly U.S. Bank Trust National Association, as Trustee. Exhibit 4.1 to Allieds Registration Statement on Form S-4 (No. 333-82362) is incorporated by reference.

3 4.16 Fifteenth Supplemental Indenture governing the 6 /8% Series A Senior Notes due 2011, dated April 20, 2004, among Allied Waste North America, Inc., Allied Waste Industries, Inc., the guarantors party thereto, and U.S. Bank National Association as Trustee. Exhibit 10.23 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1 4.17 Sixteenth Supplemental Indenture governing the 7 /4% Series A Senior Notes due 2015, dated March 9, 2005, among Allied Waste North America, Inc., Allied Waste Industries, Inc., the guarantors party thereto, and U.S. Bank National Association, as Trustee. Exhibit 1.01 to Allieds Current Report on Form 8-K dated March 8, 2005 is incorporated herein by reference.

4.18 Seven Year Series Supplemental Indenture relating to the 1998 Seven Year Notes, dated December 23, 1998, among Allied NA, the Guarantors and the Trustee. Exhibit 4.4 to Allieds Registration Statement on Form S-4 (No. 333-70709) is incorporated herein by reference.

Exhibit No. Description

4 .19 Form of Series B Seven Year Notes. Exhibit 4.25 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004 is incorporated herein by reference.

1 4 .25 Form of 8 /2% Senior Notes due 2008 (included in Exhibit 4.9).

7 4 .26 Form of 8 /8% Senior Notes due 2008. Exhibit 4.3 to Allieds Registration Statement on Form S-4 (No. 333-61744) is incorporated herein by reference.

5 .1* Opinion of Latham & Watkins LLP, special counsel to Allied.

10.2 2005 Non-Employee Director Equity Compensation Plan. Exhibit 10.7 to Allieds Quarterly Report on Form 10-Q, dated August 4, 2005, is incorporated herein by reference.

10.3 Amended and Restated 1994 Incentive Stock Plan. Exhibit 10.1 to Allieds Quarterly Report on Form 10-Q dated May 31, 1996, is incorporated herein by reference.

10.5 First Amendment to the 1994 Incentive Stock Plan dated June 20, 2000 is incorporated herein by reference.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 10.6 Second Amendment to the 1994 Incentive Stock Plan dated December 12, 2002. Exhibit 10.46 to Allieds Annual Report on Form 10-K dated March 26, 2003, is incorporated herein by reference.

10.7 2005 Senior Management Incentive Plan. Exhibit 10.5 to Allieds Quarterly Report on form 10-Q, dated May 5, 2005, is incorporated herein by reference.

10.8 2005 Transition Plan for Senior and Key Management Employees. Exhibit 10.7 to Allieds Quarterly Report on form 10-Q, dated May 5, 2005, is incorporated herein by reference.

10.9 First Amendment to Allied Waste Industries, Inc. Long-Term Incentive Plan. Exhibit 10.9 to Allieds Quarterly Report on form 10-Q, dated May 5, 2005, is incorporated herein by reference.

Exhibit No. Description 10.10 Amended and Restated Collateral Trust Agreement, dated April 29, 2003, among Allied NA, certain of its subsidiaries, and JPMorgan Chase Bank, as Collateral Trustee. Exhibit 10.14 to Allieds Registration Statement on Form S-4 (No. 333-104451) is incorporated herein by reference.

Exhibit No. Description

10.22 Long-Term Incentive Plan effective January 1, 2004. Exhibit 10.5 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

10.23 Amended and Restated 1991 Incentive Stock Plan effective February 5, 2004. Exhibit 10.8 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

10.24 Executive Deferred Compensation Plan effective February 5, 2004. Exhibit 10.9 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

10.25 Supplemental Executive Retirement Plan effective August 1, 2003. Exhibit 10.10 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

10.27 Restated 1993 Incentive Stock Plan effective February 5, 2004. Exhibit 10.13 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

10.28 Restated 1994 Incentive Stock Plan effective February 5, 2004. Exhibit 10.16 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

10.30 Indemnification Agreement Employees (List of Covered Persons). Exhibit 10.2 to Allieds Report on Form 10-Q for the quarter ended June 30, 2004, is incorporated herein by reference.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 10.31 Indemnification Agreement Non-Employee Directors (Specimen Agreement with List of Covered Persons). Exhibit 10.19 to Allieds Report on Form 10-Q for the quarter ended March 31, 2004, is incorporated herein by reference.

10.32 Indemnification Agreement Non-Employee Directors (List of Covered Persons). Exhibit 10.3 to Allieds Report on Form 10-Q for the quarter ended June 30, 2004, is incorporated herein by reference.

Exhibit No. Description

10.34 First Amendment to Executive Employment Agreement effective May 27, 2005, between Allied Waste Industries, Inc. and Charles H. Cotros. Exhibit 10.09 to Allieds Quarterly Report on Form 10-Q; dated August 4, 2005, is incorporated herein by reference.

10.35 Option Agreement between the Company and Charles H. Cotros effective October 4, 2004. Exhibit 10.1 to Allieds Report on Form 8-K dated October 6, 2004 is incorporated herein by reference.

10.44 Form of the Second Amendment to the Performance-Accelerated Restricted Stock Agreement, dated July 1, 2004, under the Amended and Restated 1991 Incentive Stock Plan. Exhibit 10.64 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 10.48 Form of Restricted Stock Units Agreement under 2005 Non-Employee Director Equity Compensation Plan. Exhibit 10.3 to Allieds Report on Form 10-Q for the quarter ended March 31, 2005, is incorporated herein by reference.

Exhibit No. Description

10 .51 Credit and Security Agreement, dated as of March 7, 2003, among Allied Receivables Funding Incorporated as borrower, Allied Waste North America, Inc. as servicer, Blue Ridge Asset Funding Corporation as a lender, Wachovia Bank, National Association as a lender group agent and Wachovia Bank, National Association as agent. Exhibit 10.68 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

10 .52 Sixth Amendment to Receivable Sale Agreement, effective September 30, 2004. Exhibit 10.69 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

10 .53 Seventh Amendment to Credit and Security Agreement, effective September 30, 2004. Exhibit 10.70 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

10 .54 Eighth Amendment to the Receivables Sale Agreement, dated as of May 31, 2005, among Allied Waste North America, Inc, as originators and Allied Receivables Funding Incorporated as buyer. Exhibit 10.53 to Allieds Report on Form S-4 dated June 29, 2005 is incorporated herein by reference.

10 .55 Ninth Amendment to the Credit and Security Agreement, dated as of May 31, 2005, among Allied Receivables Funding Incorporated as borrower, Allied Waste North America, Inc. as servicer, Blue Ridge Asset Funding Corporation as a lender, Wachovia Bank, National Association as agent, liquidity bank and lender group agent, Atlantic Asset Securitization Corp., as a lender and Calyon New York Branch, as Atlantic group agent and as Atlantic liquidity bank. Exhibit 10.54 to Allieds Report on Form S-4 dated June 29, 2005 is incorporated herein by reference.

10 .56 2005 Executive Deferred Compensation Plan, effective December 1, 2004. Exhibit 10.71 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

10 .57 Executive Employment Agreement between the Company and James E. Gray, effective January 3, 2001. Exhibit 10.72 to Allieds Report on Form 10-K for the year ended December 31, 2004 is incorporated herein by reference.

10 .58 Executive Employment Agreement between the Company and John J. Zillmer effective May 27, 2005. Exhibit 10.01 to Allieds Report on Form 8-K dated May 31, 2005 is incorporated herein by reference.

10 .59 Nonqualified Stock Option Agreement between the Company and John J. Zillmer effective May 27, 2005. Exhibit 10.02 to Allieds Report on Form 8-K dated May 31, 2005 is incorporated herein by reference.

10 .60 Restricted Stock Agreement between the Company and John J. Zillmer effective May 27, 2005. Exhibit 10.03 to Allieds Report on Form 8-K dated May 31, 2005 is incorporated herein by reference.

10 .61 Indemnity Agreement between the Company and John J. Zillmer effective May 27, 2005. Exhibit 10.04 to Allieds Report on Form 8-K dated May 31, 2005 is incorporated herein by reference.

12 .1 Ratio of earnings to fixed charges and preferred stock dividends. Exhibit 12.1 to Allieds Report on Form 10-Q for the quarter ended June 30, 2005, is incorporated herein by reference.

21* Subsidiaries of the Registrant.

23 .1* Consent of PricewaterhouseCoopers LLP.

25 .1* Statement of Eligibility of U.S. Bank National Association, as trustee, on form T-1.

99 .1* Form of Letter of Transmittal.

99 .2* Form of Notice of Guaranteed Delivery.

99 .3* Form of Letter from Allied Waste Industries, Inc. to Registered Holders and DTC Participants.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 99 .4* Form of Instructions from Beneficial Owners to Registered Holders and DTC Participants.

99 .5* Form of Letter to Beneficial Holders.

* Filed herewith.

53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: (212) 906-1200 Fax: (212) 751-4864 www.lw.com

FIRM / AFFILIATE OFFICES Boston New York Brussels Northern Virginia Chicago Orange County Frankfurt Paris September 28, 2005 Hamburg San Diego Hong Kong San Francisco London Shanghai Los Angeles Silicon Valley Allied Waste North America, Inc. Milan Singapore 15880 N. Greenway-Hayden Loop Moscow Tokyo Suite 100 New Jersey Washington, D.C. Scottsdale, Arizona 85260 File No. 024896-0035

Re: Registration Statement on Form S-4 (Reg. No. 333-126239).

Ladies and Gentlemen:

The Exchange Notes and the related Guarantees will be issued pursuant to a supplemental indenture (the Sixteenth Supplemental Indenture), dated March 9, 2005, to an indenture (the Base Indenture, dated December 23, 1998, among the Company, the Guarantors and U.S. Bank National Association, as trustee (the Trustee), together with the Sixteenth Supplemental Indenture, the Indenture). The 1 Exchange Notes and the Guarantees will be issued in exchange for the Companys outstanding 7 /4% Senior Notes due 2015 (the Outstanding Notes) on the terms set forth in the prospectus contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Indenture, the Exchange Notes and the Guarantees are sometimes referred to herein collectively as the Operative Documents. Capitalized terms used herein without definition have the meanings assigned to them in the Indenture.

In our capacity as your special counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company and the Guarantors in connection with the authorization and issuance of the Exchange Notes and the Guarantees, respectively. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion.

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies.

We are opining herein as to the effect on the subject transaction only of the federal laws of the United States, the internal laws of the State of New York and the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof:

1. The Exchange Notes have been duly authorized by all necessary corporate action of the Company, and when executed, authenticated and delivered by or on behalf of the Company against the due tender and delivery to the Trustee of the Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

2. The Guarantees of each of the Guarantors listed on Schedules A, B and C hereto (together, the Identified Guarantors) has been duly authorized by all necessary corporate action of each respective Identified Guarantor, and when executed in accordance with the terms of the Indenture and upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, each of the Guarantees will be the legally valid and binding obligation of the respective Guarantor, enforceable against such Guarantor in accordance with its terms.

The opinions rendered in paragraphs 1 and 2 above relating to the enforceability of the Exchange Notes and the Guarantees are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors, (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or law, and the discretion of the court before which any proceeding therefor may be brought and (iii) we express no opinion concerning the enforceability of the waiver of rights or defenses contained in Section 5.15 of the Base Indenture.

We have not been requested to express, and with your knowledge and consent, do not render, any opinion as to the applicability to the obligations of the Company under the Indenture and the Exchange Notes or the Guarantors under the Indenture or the Guarantees of Section 548 of the United States Bankruptcy Code or applicable state law (including, without limitation, Article 10 of the New York Debtor and Creditor Law) relating to fraudulent transfers and obligations.

To the extent that the obligations of the Company and the Guarantors under the Indenture may be dependent upon such matters, we assume for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the Trustee is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legally valid, binding and enforceable obligation of the Trustee enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance, generally and with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

With respect to the Guarantors listed on Schedule D hereto, we rely on the opinion of Burr & Forman LLP attached hereto as Exhibit I, special Alabama counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor.

With respect to the Guarantors listed on Schedule E hereto, we rely on the opinion of Fennemore Craig P. C. attached hereto as Exhibit II, special Arizona counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor.

With respect to the Guarantors listed on Schedule F hereto, we rely on the opinion of Faegre & Benson LLP attached hereto as Exhibit III, special Colorado counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and that the Guarantees have been duly authorized, executed and delivered by each such Guarantor.

With respect to the Guarantors listed on Schedules G, P, Z and II hereto, we rely on the opinion of Hunton & Williams LLP attached hereto as Exhibits IV, V, VI and VII, respectively, special Florida, Maryland, North Carolina and Virginia counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has authorized the Guarantees and the execution and delivery thereof, to be issued by it pursuant to the Indenture.

With respect to the Guarantors listed on Schedule H hereto, we rely on the opinion of Hunton & Williams LLP attached hereto as Exhibit VIII, special Georgia counsel, that each such Guarantor is duly incorporated or organized, as applicable, is in compliance with the applicable filing and annual registration provisions of the Georgia Business Corporation Code, has not filed articles of dissolution, a certificate of cancellation or any other similar document with the Georgia Secretary of State, and has authorized the Guarantees and the execution and delivery thereof, to be issued by it pursuant to the Indenture.

With respect to the Guarantors listed on Schedule I hereto, we rely on the opinion of EchoHawk Law Offices, PLLC attached hereto as Exhibit IX, special Idaho counsel, that each such Guarantor is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule J hereto, we rely on the opinion of Sachnoff & Weaver, Ltd. attached hereto as Exhibit X, special Illinois counsel, that each such Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule K hereto, we rely on the opinion of Plews Shadley Racher & Braun attached hereto as Exhibit XI, special Indiana counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule L hereto, we rely on the opinion of Fisher, Ehrhart, McCright & Turner attached hereto as Exhibit XII, special Iowa counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule M and U hereto, we rely on the opinion of Lathrop & Gage LC attached hereto as Exhibits XIII and XIV respectively, special Kansas and Missouri counsel, that each such Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, and that the Guarantees have been duly authorized by all necessary entity action.

With respect to the Guarantors listed on Schedule N hereto, we rely on the opinion of Stites & Harbison, PLLC attached hereto as Exhibit XV, special Kentucky counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule O hereto, we rely on the opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP attached hereto as Exhibit XVI, special Louisiana counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule Q hereto, we rely on the opinion of Foley Hoag LLP attached hereto as Exhibit XVII, special Massachusetts counsel, that each such Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization and that the Guarantees have been duly authorized by each such Guarantor.

With respect to the Guarantors listed on Schedule R hereto, we rely on the opinion of Libby Law Offices attached hereto as Exhibit XVIII, special Michigan counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule S hereto, we rely on the opinion of Rider Bennett, LLP attached hereto as Exhibit XIX, special Minnesota counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule T hereto, we rely on the opinion of Brunini, Grantham, Grower & Hewes, PLLC attached hereto as Exhibit XX, special Mississippi counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule V hereto, we rely on the opinion of Crosby Guenzel LLP attached hereto as Exhibit XXI, special Nebraska counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule W hereto, we rely on the opinion of Kummer Kaempfer Bonner Renshaw & Ferrario attached hereto as Exhibit XXII, special Nevada counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule X hereto, we rely on the opinion of Windels Marx Lane & Mittendorf LLP attached hereto as Exhibit XXIII, special New Jersey counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule Y hereto, we rely on the opinion of Rodey, Dickason, Sloan Akin & Rob, PA attached hereto as Exhibit XXIV, special New Mexico counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule AA hereto, we rely on the opinion of Vorys, Sater, Seymour and Pease LLP attached hereto as Exhibit XXV, special Ohio counsel, that each such Guarantor is validly existing and in good standing or full force and effect under the laws of its jurisdiction of organization, and that the Guarantees have been duly authorized and executed and delivered by each such Guarantor.

With respect to the Guarantors listed on Schedule BB hereto, we rely on the opinion of McKinney & Stringer, P.C. attached hereto as Exhibit XXVI, special Oklahoma counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule CC hereto, we rely on the opinion of Ramis Crew & Corrigan LLP attached hereto as Exhibit XXVII, special Oregon counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule DD hereto, we rely on the opinion of Reed Smith LLP attached hereto as Exhibit XXVIII, special Pennsylvania counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule EE hereto, we rely on the opinion of Nelson Mullins Riley & Scarborough, LLP attached hereto as Exhibit XXIX, special South Carolina counsel, that, subject to the assumptions and qualifications set forth therein, each such Guarantor is organized and validly existing under the laws of South Carolina and that the Guarantees have been duly authorized and when executed and delivered in accordance with the terms of the Indenture and the applicable authorizing resolutions, and upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, will be the legally valid and binding obligation of the respective Guarantor, enforceable against such Guarantor in accordance with its terms, subject to the qualifications stated in the opinion.

With respect to the Guarantors listed on Schedule FF hereto, we rely on the opinion of Bass, Berry & Sims, PLC attached hereto as Exhibit XXX, special Tennessee counsel, that each such Guarantor is an existing Tennessee corporation or limited liability company in good standing under the laws of its jurisdiction of organization, and that the Guarantees have been properly authorized by all necessary corporate or limited liability company actions on the part of each such Guarantor.

With respect to the Guarantors listed on Schedule GG hereto, we rely on the opinion of Fulbright & Jaworski L.L.P. attached hereto as Exhibit XXXI, special Texas counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule HH hereto, we rely on the opinion of Ray Quinney & Nebeker a Professional Corporation attached hereto as Exhibit XXXII, special Utah counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

With respect to the Guarantors listed on Schedule JJ hereto, we rely on the opinion of Williams, Kastner, & Gibbs, PLLC attached hereto as Exhibit XXXIII, special Washington counsel, that each such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to engage in the activities contemplated by the Guarantees, that the Guarantees have been duly authorized and executed and delivered by each such Guarantor and each such Guarantor has the requisite organizational and legal power and authority to perform its obligations under the Guarantees.

All of the descriptions of the opinions provided by the Special State Counsels set forth above are qualified in their entirety by reference to the specific opinions, which are all attached here to as Exhibits.

We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading Legal Matters in the prospectus contained therein.

Very truly yours,

/s/ Latham & Watkins LLP

Schedule A California Subsidiary Guarantors

Allied Waste of California, Inc. Borrego Landfill, Inc. Browning-Ferris Industries of California, Inc. Charter Evaporation Resource Recovery Systems Delta Container Corporation Delta Paper Stock, Co. Elder Creek Transfer & Recovery, Inc. Forward, Inc. Imperial Landfill, Inc. Independent Trucking Company International Disposal Corp. of California Keller Canyon Landfill Company La Cañada Disposal Company, Inc. Lathrop Sunrise Sanitation Corporation Otay Landfill, Inc. Palomar Transfer Station, Inc. Ramona Landfill, Inc. San Diego Landfill Systems, LLC San Marcos NCRRF, Inc. Sunrise Sanitation Service, Inc. Sunset Disposal Service, Inc. Sycamore Landfill, Inc.

Schedule B Delaware Subsidiary Guarantors

Abilene Landfill TX, LP Allied Enviroengineering, Inc. Allied Gas Recovery Systems, L.L.C. Allied Green Power, Inc. Allied Nova Scotia, Inc. Allied Receivables Funding Incorporated Allied Services, LLC Allied Waste Alabama, Inc. Allied Waste Company, Inc. Allied Waste Holdings (Canada) Ltd. Allied Waste Industries, Inc. Allied Waste Landfill Holdings, Inc. Allied Waste North America, Inc. Allied Waste of New Jersey-New York, LLC Allied Waste Rural Sanitation, Inc. Allied Waste Services of North America, LLC Allied Waste Sycamore Landfill, LLC Allied Waste Systems Holdings, Inc. Allied Waste Systems, Inc. Allied Waste Transportation, Inc. American Disposal Services of Illinois, Inc. American Disposal Services of New Jersey, Inc.

American Disposal Services of West Virginia, Inc. American Disposal Services, Inc. American Disposal Transfer Services of Illinois, Inc. Anderson Regional Landfill, LLC Anson County Landfill NC, LLC Attwoods of North America, Inc. AWIN Leasing Company, Inc. AWIN Management, Inc. BBCO, Inc. BFGSI, L.L.C. BFI Atlantic, Inc. BFI Elliott Landfill TX, LP BFI Energy Systems of Albany, Inc. BFI Energy Systems of Delaware County, Inc. BFI Energy Systems of Hempstead, Inc. BFI Energy Systems of Niagara II, Inc. BFI Energy Systems of Niagara, Inc. BFI Energy Systems of SEMASS, Inc. BFI Energy Systems of Southeastern Connecticut, Inc. BFI Energy Systems of Southeastern Connecticut, Limited Partnership BFI International, Inc. BFI REF-FUEL, INC. BFI Trans River (GP), Inc. BFI Transfer Systems of Alabama, LLC BFI Transfer Systems of DC, LLC BFI Transfer Systems of Georgia, LLC BFI Transfer Systems of Maryland, LLC BFI Transfer Systems of Mississippi, LLC BFI Transfer Systems of Texas, LP BFI Transfer Systems of Virginia, LLC BFI Waste Services of Indiana, LP BFI Waste Services of Tennessee, LLC BFI Waste Services of Texas, LP BFI Waste Services, LLC BFI Waste Systems of Alabama, LLC BFI Waste Systems of Arkansas, LLC BFI Waste Systems of Georgia, LLC BFI Waste Systems of Indiana, LP BFI Waste Systems of Kentucky, LLC BFI Waste Systems of Louisiana, LLC BFI Waste Systems of Mississippi, LLC BFI Waste Systems of Missouri, LLC BFI Waste Systems of North America, Inc. BFI Waste Systems of North Carolina, LLC BFI Waste Systems of South Carolina, LLC BFI Waste Systems of Tennessee, LLC BFI Waste Systems of Virginia, LLC Blue Ridge Landfill TX, LP Bond County Landfill, Inc. Brenham Total Roll-Offs, LP Bridgeton Landfill, LLC Bridgeton Transfer Station, LLC Browning-Ferris Financial Services, Inc. Browning-Ferris Industries of Florida, Inc.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Browning-Ferris Industries of Illinois, Inc. Browning-Ferris Industries of Ohio, Inc.

Browning-Ferris Industries, LLC Browning-Ferris Services, Inc. Brundidge Landfill, LLC Brunswick Waste Management Facility, LLC Butler County Landfill, LLC Camelot Landfill TX, LP CC Landfill, Inc. Chilton Landfill, LLC Cocopah Landfill, Inc. Copper Mountain Landfill, Inc. County Disposal (Ohio), Inc. County Disposal, Inc. County Landfill, Inc. Courtney Ridge Landfill, LLC Crow Landfill TX, L.P. D & L Disposal L.L.C. E Leasing Company, LLC ECDC Environmental of Humboldt County, Inc. ECDC Holdings, Inc. Ellis County Landfill TX, LP Ellis Scott Landfill MO, LLC Environmental Development Corp. Environtech, Inc. Envotech-Illinois L.L.C. Evergreen Scavenger Service, L.L.C. Evergreen Scavenger Services, Inc. Forest View Landfill, LLC Fort Worth Landfill TX, LP Galveston County Landfill TX, LP General Refuse Rolloff Corp. Georgia Recycling Services, Inc. Giles Road Landfill TX, LP Golden Triangle Landfill TX, LP Great Lakes Disposal Service, Inc. Great Plains Landfill OK, LLC Greenwood Landfill TX, LP Gulf West Landfill TX, LP H Leasing Company, LLC Itasca Landfill TX, LP Jefferson City Landfill, LLC Kerrville Landfill TX, LP Lee County Landfill SC, LLC Lemons Landfill, LLC Lewisville Landfill TX, LP Liberty Waste Holdings, Inc. Liberty Waste Services Limited, L.L.C. Liberty Waste Services of McCook, L.L.C. Little Creek Landing, LLC Local Sanitation of Rowan County, L.L.C. Lucas County Land Development, Inc. Mars Road TX, LP McCarty Road Landfill TX, LP Mesquite Landfill TX, LP Metro Enviro Transfer, LLC

N Leasing Company, LLC NationsWaste, Inc. Ncorp, Inc. New York Waste Services, LLC Northeast Landfill, LLC Ottawa County Landfill, Inc. Packerton Land Company, L.L.C. Panama Road Landfill, TX, L.P. Pine Hill Farms Landfill TX, LP Pinecrest Landfill OK, LLC Pleasant Oaks Landfill TX, LP Polk County Landfill, LLC Rio Grande Valley Landfill TX, LP Risk Services, Inc. Royal Oaks Landfill TX, LP S Leasing Company, LLC Sand Valley Holdings, L.L.C. Sangamon Valley Landfill, Inc. Show-Me Landfill, LLC Southeast Landfill, LLC Southwest Landfill TX, LP Standard Waste, Inc. Taylor Ridge Landfill, Inc. Tennessee Union County Landfill, Inc. Tessman Road Landfill TX, LP Turkey Creek Landfill TX, LP Victoria Landfill TX, LP Wayne County Landfill IL, Inc. Webster Parish Landfill, L.L.C. Whispering Pines Landfill TX, LP Willow Ridge Landfill, LLC

Schedule C New York Subsidiary Guarantors

Allied Waste of Long Island, Inc. Allied Waste Transfer Services of New York, LLC Browning-Ferris Industries of New York, Inc. CECOS International, Inc. Island Waste Services Ltd. Mamaroneck Truck Repair, Inc. Menands Environmental Solutions, LLC Suburban Carting Corp. Tricil (N.Y.), Inc. Trottown Transfer, Inc. Waste Services of New York, Inc. Wayne County Land Development, LLC

Schedule D Alabama Subsidiary Guarantors

Alabama Recycling Services, Inc. Autauga County Landfill, LLC GEK, Inc.

Schedule E Arizona Subsidiary Guarantors

Allied Waste Industries (Arizona), Inc. Allied Waste Industries (Southwest), Inc. Apache Junction Landfill Corporation Central Arizona Transfer, Inc. Mesa Disposal, Inc. Midway Development Company, Inc. Pinal County Landfill Corp. Summit Waste Systems, Inc. Tri-State Refuse Corporation

Schedule F Colorado Subsidiary Guarantors

Bunting Trash Service, Inc. Denver RL North, Inc. Frontier Waste Services (Colorado), LLC

Schedule G Florida Subsidiary Guarantors

Allied Waste Transfer Services of Florida, LLC Delta Dade Recycling Corp. Delta Resources Corp. Delta Site Development Corp. Delta Waste Corp. Gulfcoast Waste Service, Inc. Manumit of Florida, Inc.

Schedule H Georgia Subsidiary Guarantors

Allied Waste Hauling of Georgia, Inc. Allied Waste Industries of Georgia, Inc. Gateway Landfill, LLC Golden Waste Disposal, Inc. Price & Sons Recycling Company S & S Recycling, Inc.

Schedule I Idaho Subsidiary Guarantors

Ada County Development Company, Inc. American Sanitation, Inc. PSI Waste Systems, Inc.

Schedule J Illinois Subsidiary Guarantors

ADS of Illinois, Inc. Allied Waste Industries of Illinois, Inc. Area Disposal, Inc. Brickyard Disposal & Recycling, Inc. Environmental Reclamation Company Fred Barbara Trucking Co., Inc. Illinois Landfill, Inc. Illinois Recycling Services, Inc. Illinois Valley Recycling, Inc. Ingrum Waste Disposal, Inc. Kankakee Quarry, Inc. LandComp Corporation Lee County Landfill, Inc. Liberty Waste Services of Illinois, L.L.C. Loop Recycling, Inc. Loop Transfer, Incorporated Northlake Transfer, Inc. RCS, Inc. Roxana Landfill, Inc. Saline County Landfill, Inc. Shred All Recycling Systems, Inc. Streator Area Landfill, Inc. Suburban Transfer, Inc. Suburban Warehouse, Inc. Tri-State Recycling Services, Inc. Upper Rock Island County Landfill, Inc.

Schedule K Indiana Subsidiary Guarantors

Allied Waste Industries of Northwest Indiana, Inc. Benton County Development Company Clinton County Landfill Partnership County Line Landfill Partnership DTC Management, Inc. Illiana Disposal Partnership Key Waste Indiana Partnership Lake County C & D Development Partnership Newton County Landfill Partnership Springfield Environmental General Partnership Tippecanoe County Waste Services Partnership Warrick County Development Company Wastehaul, Inc.

Schedule L Iowa Subsidiary Guarantors

Allied Waste Transfer Services of Iowa, LLC Jetter Disposal, Inc.

Schedule M Kansas Subsidiary Guarantors

American Disposal Services of Kansas, Inc. Resource Recovery, Inc. Sunset Disposal, Inc.

Schedule N Kentucky Subsidiary Guarantors

Benson Valley Landfill General Partnership Blue Ridge Landfill General Partnership Green Valley Landfill General Partnership Morehead Landfill General Partnership

Schedule O Louisiana Subsidiary Guarantors

Frontier Waste Services of Louisiana L.L.C.

Schedule P Maryland Subsidiary Guarantors

Browning-Ferris, Inc. Prince Georges County Landfill, LLC

Schedule Q Massachusetts Subsidiary Guarantors

Allied Acquisition Two, Inc. Atlantic Waste Holding Company, Inc. BFI Transfer Systems of Massachusetts, LLC BFI Waste Services of Massachusetts, LLC BFI Waste Systems of Massachusetts, LLC Browning-Ferris Industries, Inc. (MA) F. P. McNamara Rubbish Removal, Inc. Vining Disposal Service, Inc.

Schedule R Michigan Subsidiary Guarantors

Allied Waste Systems of Michigan, LLC Adrian Landfill, Inc. C & C Expanded Sanitary Landfill, LLC Central Sanitary Landfill, Inc. Citizens Disposal, Inc. City-Star Services, Inc. Clarkston Disposal, Inc. Dinverno, Inc. Eagle Industries Leasing, Inc.

G. Van Dyken Disposal Inc. Harlands Sanitary Landfill, Inc. Oakland Heights Development, Inc. Royal Holdings, Inc. Sanitary Disposal Service, Inc. Sauk Trail Development, Inc. Standard Disposal Services, Inc. Standard Environmental Services, Inc.

Schedule S Minnesota Subsidiary Guarantors

VHG, Inc. Woodlake Sanitary Service, Inc.

Schedule T Mississippi Subsidiary Guarantors

Harrison County Landfill, LLC Jackson County Landfill, LLC Mississippi Waste Paper Company

Schedule U Missouri Subsidiary Guarantors

Autoshred, Inc. Belleville Landfill, Inc. Missouri City Landfill, LLC Rock Road Industries, Inc. Southwest Regional Landfill, Inc. St. Joseph Landfill, LLC Tates Transfer Systems, Inc. Thomas Disposal Service, Inc.

Schedule V Nebraska Subsidiary Guarantors

Oscars Collection System of Fremont, Inc.

Schedule W Nevada Subsidiary Guarantors

Browning-Ferris Industries Chemical Services, Inc.

Schedule X New Jersey Subsidiary Guarantors

Allied Transfer Systems of New Jersey, LLC Allied Waste of New Jersey, Inc. Allied Waste Systems of New Jersey, LLC American Materials Recycling Corp. Automated Modular Systems, Inc. BFI Energy Systems of Essex County, Inc. BFI Transfer Systems of New Jersey, Inc. BFI Waste Systems of New Jersey, Inc. Browning-Ferris Industries of New Jersey, Inc. Louis Pinto & Son, Inc., Sanitation Contractors Newco Waste Systems of New Jersey, Inc. Tom Lucianos Disposal Service, Inc. Total Solid Waste Recyclers, Inc.

Schedule Y New Mexico Subsidiary Guarantors

Allied Waste Industries (New Mexico), Inc.

Schedule Z North Carolina Subsidiary Guarantors

Allied Waste Transfer Services of North Carolina, LLC Chambers Development of North Carolina, Inc. Lake Norman Landfill, Inc.

Schedule AA Ohio Subsidiary Guarantors

AWIN Leasing II, LLC Carbon Limestone Landfill, LLC Celina Landfill, Inc. Cherokee Run Landfill, Inc. County Environmental Landfill, LLC County Land Development Sanitary Landfill, LLC Dempsey Waste Systems II, Inc. General Refuse Service of Ohio, LLC Lorain County Landfill, LLC Lucas County Landfill, LLC Noble Road Landfill, Inc. Port Clinton Landfill, Inc. Preble County Landfill, Inc. RC Miller Enterprises, Inc. RC Miller Refuse Service, Inc. Ross Bros. Waste & Recycling Co. The Ecology Group, Inc. Warner Hill Development Company Williams County Landfill Inc.

Schedule BB Oklahoma Subsidiary Guarantors

ADS, Inc. Allied Waste Services of Stillwater, Inc. American Disposal Services of Missouri, Inc. BFI Waste Systems of Oklahoma, LLC Oklahoma City Landfill, L.L.C. Pittsburg County Landfill, Inc.

Schedule CC Oregon Subsidiary Guarantors

Agri-Tech, Inc. of Oregon Albany-Lebanon Sanitation, Inc. Bio-Med of Oregon, Inc. Capitol Recycling and Disposal, Inc. Corvallis Disposal Co. Dallas Disposal Co. Grants Pass Sanitation, Inc. Keller Drop Box, Inc. McInnis Waste Systems, Inc. Peltier Real Estate Company Portable Storage Co. Rossman Sanitary Service, Inc. Source Recycling, Inc. United Disposal Service, Inc. Valley Landfills, Inc. Waste Control Systems, Inc. WDTR, Inc. Willamette Resources, Inc.

Schedule DD Pennsylvania Subsidiary Guarantors

Allied Acquisition Pennsylvania, Inc. Allied Waste Systems of Pennsylvania, LLC BFI Transfer Systems of Pennsylvania, LLC BFI Waste Services of Pennsylvania, LLC Greenridge Reclamation, LLC Greenridge Waste Services, LLC New Morgan Landfill Company, Inc.

Schedule EE South Carolina Subsidiary Guarantors

Flint Hill Road, LLC NationsWaste Catawba Regional Landfill, Inc.

Schedule FF Tennessee Subsidiary Guarantors

Allied Waste Industries of Tennessee, Inc. Browning-Ferris Industries of Tennessee, Inc. Wilson County Development, LLC

Schedule GG Texas Subsidiary Guarantors

Action Disposal, Inc. Desarrollo del Rancho La Gloria TX, LP El Centro Landfill, LP Frontier Waste Services, L.P. South Central Texas Land Co. TX, LP Total Roll-Offs, L.L.C.

Schedule HH Utah Subsidiary Guarantors

Allied Waste Transfer Services of Utah, Inc. ECDC Environmental, L.C. Frontier Waste Services (Utah), LLC Wasatch Regional Landfill, Inc.

Schedule II Virginia Subsidiary Guarantors

Charlotte County Development Company, LLC

Schedule JJ Washington Subsidiary Guarantors

Rabanco Companies Rabanco Recycling, Inc. Rabanco, Ltd. Regional Disposal Company WJR Environmental, Inc.

420 North Twentieth Street, Suite 3100 Birmingham, Alabama 35203-5206

(205) 251-3000 (205) 458-5100 (Fax)

September 28, 2005 Allied Waste North America, Inc. Suite 100 15880 North Greenway-Hayden Loop Scottsdale, Arizona 85260 Ladies and Gentlemen: We have acted as special Alabama counsel to GEK, Inc., an Alabama corporation, Alabama Recycling Services, Inc., an Alabama corporation, and Autauga County Landfill, LLC, an Alabama limited liability company (the Guarantors), in connection with their execution of the Senior Guarantees (the Guarantees) hereinafter described. In this capacity, we have examined the following documents: Senior Guarantee (undated) by Allied Waste North America, Inc. (Allied), Guarantors and certain other named guarantors in (a) connection with Allieds $500,000,000 7-1/4% Series A Senior Notes due 2015; Senior Guarantee (undated) by Allied, Guarantors and certain other named guarantors in connection with Allieds $99,415,000 7-1/ (b) 4% Series A Senior Notes due 2015; (c) The Senior Notes (undated) described in subparagraphs (a) and (b) above (the Exchange Notes); Certain provisions and definitions contained in a copy of the Senior Indenture expressly referred to in the Guarantees (being a Senior Indenture among Allied, U.S. Bank National Association, as trustee (Trustee) and the guarantors named therein dated as of (d) December 23, 1998, and an unsigned copy of Sixteenth Supplemental Indenture dated March 9, 2005 among Allied, Trustee and the guarantors named therein). All documents referred to in subparagraphs (a) - (d) above are hereinafter referred to collectively as the Reviewed Documents. Additionally, we have examined originals or copies, certified to our satisfaction, of the following: With respect to GEK, Inc., a Certificate of Existence issued by the Secretary of State of Alabama, dated September 20, 2005 and a (i) Certificate of Good Standing issued by the Alabama Department of Revenue dated September 23, 2005;

Birmingham Montgomery Atlanta Jackson Laurel

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 2 With respect to Alabama Recycling Services, Inc., a Certificate of Existence issued by the Secretary of State of Alabama dated (ii) September 20, 2005 and a Certificate of Good Standing issued by the Alabama Department of Revenue dated September 23, 2005; With respect to Autauga County Landfill, LLC, a Certificate of Existence issued by the Secretary of State of Alabama dated (iii) September 20, 2005; (iv) A copy of the Articles of Incorporation of GEK, Inc. certified by the Alabama Secretary of State as of September 20, 2005; A copy of the Articles of Incorporation of Alabama Recycling Services, Inc. certified by the Alabama Secretary of State as of (v) September 20, 2005; A copy of the Articles of Organization of Autauga County Landfill, LLC certified by the Alabama Secretary of State as of (vi) September 20, 2005; (vii) A copy of the Amended and Restated By-Laws of GEK, Inc. adopted July 7, 2000; (viii) A copy of the Amended and Restated By-Laws of Alabama Recycling Services, Inc. adopted August 7, 1998; (ix) A copy of the Operating Agreement of Autauga County Landfill, LLC dated September 11, 2003; Minutes of the Board of Directors of the Corporate Guarantors, including GEK, Inc. and Alabama Recycling Services, Inc., dated (x) March 4, 2005, and Minutes of the LLC Governing Bodies of the Limited Liability Company Guarantors, including Autauga County Landfill, LLC, dated March 4, 2005 (the Minutes). Guarantors Incumbency Certificate from Jo Lynn White, Secretary of each of the Guarantors, dated September 28, 2005 (the (xi) Incumbency Certificates). The documents referred to in (i) - (iii) above are referred to as the Certificates of Public Officials and those referred to in subparagraphs (i) - (xi) are referred to herein as the Organizational and Authority Documents. For the purposes of the opinions expressed below, we have assumed the following:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 3 All documents submitted to us as originals are authentic, all signatures are genuine, and all documents submitted to us as photostatic, (a) facsimile, certified or notarial copies conform to the originals of such documents. There are no amendments or changes to the versions of the Reviewed Documents or the Organizational and Authority Documents (b) reviewed by us, and the Reviewed Documents and the Organizational and Authority Documents reviewed by us are complete and were signed in the form submitted to us. The Reviewed Documents have been duly authorized, executed and delivered by all parties thereto (other than Guarantors) and (c) constitute legal, valid and binding obligations of all such parties (other than Guarantors). As to factual matters relevant to our opinion, we have relied solely and without independent verification on the matters set forth in the (d) Reviewed Documents and the Organizational and Authority Documents and have not undertaken any independent or special investigation or verification to determine the existence or absence of any facts relevant to our opinion. Based upon the foregoing and subject to the qualifications stated herein, we are of the opinion that: 1. Based solely upon the Organizational and Authority Documents, GEK, Inc. is a corporation under the laws of the State of Alabama. Based solely upon Certificates of Public Officials, GEK, Inc. is validly existing and in good standing under the laws of the State of Alabama. 2. Based solely upon the Organizational and Authority Documents, Alabama Recycling Services, Inc. is a corporation under the laws of the State of Alabama. Based solely upon Certificates of Public Officials, Alabama Recycling Services, Inc. is validly existing and in good standing under the laws of the State of Alabama. 3. Based solely upon the Organizational and Authority Documents, Autauga County Landfill, LLC is a limited liability company under the laws of the State of Alabama. Based solely upon Certificates of Public Officials, we confirm that Autauga County Landfill, LLC is validly existing under the laws of the State of Alabama. 4. The Guarantees of each of the Guarantors have been duly authorized by all necessary corporate, limited liability company or limited partnership action of each respective Guarantor, and when executed in accordance with the terms of the Indenture and upon due

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 4 execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, each of the Guarantees will be the legally valid and binding obligation of the respective Guarantors, enforceable against such Guarantors in accordance with their terms. The opinions in paragraph 4 hereof are subject to the application of (i) bankruptcy, insolvency or other similar laws affecting the rights of creditors generally, and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law). Also, certain remedies, waivers and other provisions of the Guarantees may not be enforceable, but, subject to the qualifications set forth in the foregoing clauses (i) and (ii), such unenforceability will not preclude the enforcement of the obligation of the Guarantors to pay the principal, interest and other reasonable charges provided for in the Guarantees. Our opinion concerning the enforceability of the Guarantees means that the same constitute an effective contract under applicable law and are not invalid in their entirety because of a specific statutory prohibition or public policy and are not subject in their entirety to a contractual defense and that, subject to the other qualifications in opinion paragraph 4, remedies adequate for the practical realization of the benefits intended to be provided thereby are available against Guarantors if a default exists; however, this opinion does not mean that every provision of the Guarantees will be upheld or enforced in any or each circumstance by a court. We express no opinion with respect to the enforceability of provisions (i) permitting modifications of any agreement only in writing, (ii) stating that the provisions of an agreement are severable or separable, or (iii) providing indemnification for violations of federal or state securities laws, or for the negligent, reckless, fraudulent or otherwise wrongful action of the indemnified party (or its officers, directors, employees or other agents, as the case may be). The opinions expressed herein are based upon and are limited to the laws of the State of Alabama, and we express no opinion with respect to the laws of any other state or jurisdiction. Our opinions set forth in this letter are based upon the facts in existence and laws in effect on the date hereof, and we expressly disclaim any obligation to update our opinions herein, regardless of whether changes in such facts or laws come to our attention after the delivery hereof. This opinion is for your benefit in connection with the transactions contemplated by the Operative Documents and may be relied upon by you and by persons entitled to rely upon it pursuant to Section 11 of the Securities Act of 1933, as amended. We consent to your filing this opinion as an exhibit to Allieds registration statement on Form S-4 and to the reference of our firm under the heading Legal Matters. Otherwise, this opinion may not be relied upon in any manner by any other person or in connection with any other transaction and may not be

Very truly yours,

/s/ Burr & Forman LLP BURR & FORMAN LLP

Fennemore Craig, p.c. 3003 North Central Avenue, Suite 2600 Phoenix, Arizona 85012-2913

James M. Bush Arthur D. Ehrenreich C. Webb Crockett Richard T. Coolidge Law Offices Kenneth J. Sherk Neal Kurn Anthony V. Ehmann Robert P. Robinson Phoenix (602) 916-5000 Michael Preston Green John D. Everroad James W. Johnson Jay S. Ruffner Tucson (520) 879-6800 Jordan Green Louis F. Comus, Jr. A. Bates Butler III Donald R. Gilbert Nogales (520) 761-4215 Ronald L. Ballard Timothy J. Burke Ronald J. Stolkin Stephen M. Savage Lincoln (402) 323-6200 Roger T. Hargrove William L. Kurtz Mark A. Nesvig George T. Cole Lauren J. Caster Timothy Berg Neil H. Hiller William L. Thorpe Charles M. King Cynthia L. Shupe Phillip F. Fargotstein Paul J. Mooney Cathy L. Reece David A. Weatherwax Graeme Hancock Rita A. Eisenfeld David N. Heap Don J. Miner Anne L. Kleindienst Norman D. James Ray K. Harris Margaret R. Gallogly Scott M. Finical Andrew M. Federhar Nancy-Jo Merritt Kimberly A. Howard Arana Hector G. Arana Gregg Hanks Karen Ciupak McConnell Jay S. Kramer Christopher L. Callahan Jim Wright Bryan A. Albue David E. Vieweg Benjamin W. Bauer Sarah A. Strunk Michael J. Phalen J. Barry Shelley Christopher P. Staring Janet Weinstein George O. Krauja John Randall Jefferies John J. Balitis, Jr. James J. Trimble Ronald L. Ballard Janice Procter-Murphy Robert J. Kramer John M. Pearce Jean M. Sullivan (602) 916-5312 Keith L. Hendricks W.T. Eggleston, Jr. Stephen A. Good M. Virginia Perry (602) 916-5512 Douglas C. Northup Marc H. Lamber Kendis K. Muscheid Theresa Dwyer [email protected] Elizabeth M. Behnke Susan M. Ciupak Jeffrey S. Pitcher Dewain D. Fox Jay L. Shapiro John E. Kofron James D. Burgess Scott L. Altes Amy Abdo Janna B. Day Susan M. Wissink Sal J. Rivera Paul A. Krulisky Barney M. Holtzman Donald G. Blankenau1 John D. Bethea Lori A. Higuera Michael J. Pearce Lawrence E. Palles Thomas R. Wilmoth Kevin J. Bonner Paul E. Wolf Sharon J. Oscar Ruth Graham Kern John F. Daniels III Cortland J. Silver Susan Stone Rosenfield Stacie Keim Smith Jane Proctor Troy M. Hoch Thomas D. Ulreich-Power Michele L. Tyler Julio M. Zapata Charles H. Houston, III Patrick J. Black Dawn G. Meidinger Catherine M. Woods Bart S. Wilhoit Paul Moore Adrienne W. Wilhoit M. Brent Peugnet Alec R. Hillbo Erwin D. Kratz Ali J. Farhang Scott Day Freeman Laura A. Lo Bianco Chadd M. Tierney Lisa A. Brautigam Christa D. Torralba Elizabeth J. Whitton Sean M. Sabo Susan M. O Rodney J. Fuller3 Pamela O. Colquette2 Joshua R. Forest Louis D. Lopez Melissa W. Rawlinson Alexander R. Arpad M. Ellen Peters Chad R. Fuller Michael L. Walker Scott J. Shelley Nicolas B. Hoskins Eric J. Boyd A. Joseph Chandler Anthony M. Grafitti Sherida Colvin John Lesueur Todd Hall Renee E. Schmidt Whitney M. Sedwick Deryck R. Lavelle Sarah M. Glover John P. Torgenson Aaron Cain Jaron J. Bromm1

1 Admitted In Nebraska 2 Admitted In California 3Admitted In New York and Only Only the District of Columbia only

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260 Re: Indenture dated December 23, 1998 and Sixteenth Supplemental Indenture dated March 9, 2005 and Supplemental Indenture To The Sixteenth Supplemental Indenture dated as of September 20, 2005 (together the Indenture) among Allied Waste North America, Inc. (the Company), the Guarantors named therein and U.S. Bank National Association, as Trustee. Ladies and Gentlemen:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We have acted as local Arizona counsel to those Guarantors of the Indenture specified on Schedule A attached hereto (the Arizona Guarantors severally and each an Arizona

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Fennemore Craig, p.c. Allied Waste North America, Inc. September 28, 2005 Page 2 Guarantor). Our opinion has been requested in connection with the Senior Guarantees being executed by the Arizona Guarantors (the Arizona Entity Guarantees) in connection with the Indenture. Capitalized terms used herein and not defined herein have the meanings assigned to them in the Indenture.

I. Documents Reviewed. In issuing this opinion, we have reviewed copies of the following documents: (a) The Indenture; (b) The Arizona Entity Guarantees; (c) The Articles of Incorporation for each of the Arizona Guarantors; (d) The Bylaws of each of the Arizona Guarantors; (e) Minutes of the Board of Directors of the Arizona Guarantors relating to the Guarantees; and A Certificate of Good Standing issued for each of the Arizona Guarantors by the Arizona Corporation Commission (the Good (f) Standing Certificates).

II. Assumptions. With your permission, we have made the following assumptions in connection with this opinion. We have made these assumptions without independent verification, and with the understanding that we are under no duty to inquire or investigate regarding such matters. (i) The genuineness of all signatures; (ii) The conformity with the original documents of all documents submitted to us as copies; (iii) The parties to the Indenture, the Exchange Notes, the Senior Guarantees and the other documents called for to be executed pursuant to the Indenture (other than the Arizona Guarantors) have been duly formed and are validly existing entities in good standing under the laws of all applicable jurisdictions and have the corporate, partnership or limited liability authority to enter into and perform under such documents;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Fennemore Craig, p.c. Allied Waste North America, Inc. September 28, 2005 Page 3 (iv) The Indenture, the Exchange Notes, the Senior Guarantees and the other documents called for to be executed pursuant to the Indenture (other than the Arizona Entity Guarantees) have been duly authorized by the parties thereto; (v) The Indenture, the Exchange Notes, the Senior Guarantees and the other documents called for to be executed pursuant to the Indenture (specifically including the Arizona Entity Guarantees) have been duly executed and delivered by the parties thereto; (vi) The Indenture, the Exchange Notes, Senior Guarantees and the other documents called for to be executed pursuant to the Indenture (other than the Arizona Entity Guarantees) are valid, binding and enforceable against the parties thereto; (v) All parties will enforce their respective rights in good faith and in circumstances and in a manner that are commercially reasonable and in accordance with applicable law; (vi) The laws of the State of New York (which by the terms of the Arizona Entity Guarantees are applicable such documents) are identical to the laws of the State of Arizona.; and (vii) The Arizona Entity Guarantees accurately and completely describe and contain the parties mutual intent, understanding, and business purposes, and that there are no oral or written statements, agreements, understandings, or negotiations that modify or vary any of the terms thereof. II. Opinions. Subject to the foregoing and the qualifications and limitations specified below, we are of the opinion that: (1) Each of Arizona Guarantors is a corporation under the corporate laws of the State of Arizona. Based on the Good Standing Certificates, we confirm that each of the Arizona Guarantors is validly existing and in good standing under the laws of the Stare of Arizona. (2) The Arizona Entity Guarantees have been duly authorized by all necessary corporate action of each respective Arizona Guarantor, and when executed in accordance with the terms of the Indenture and upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery of the to the Trustee of the Outstanding Notes in an aggregate principal amount equal to the aggregate amount of the Exchange Notes, each of the Arizona Entity Guarantees will be the legally valid and binding obligation of the respective Arizona Guarantor, enforceable against such Arizona Guarantor in accordance with its terms.

IV. Qualifications and Limitations. The opinions set forth above are subject to the following qualifications and limitations: a. The enforceability of the Arizona Entity Guarantees may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, and other laws relating to or affecting the rights of creditors generally, including, without limitation, laws involving conveyances in fraud of creditors and cases under such laws holding that there is not fair consideration for guarantees by a subsidiary of the debts of its parent. b. The enforceability of the Arizona Entity Guarantees is subject to general principles of equity. c. The enforceability of Arizona Entity Guarantees is subject to qualification that certain waivers, procedures, remedies, and other provisions of the Arizona Entity Guarantees may be unenforceable under or limited by the law of the State of Arizona; however, such possible unenforceability or limitations will not render the Arizona Entity Guarantees invalid as a whole or substantially prevent the practical realization of the principal benefits intended by the Arizona Entity Guarantees (except for the economic consequences of procedural or other delay). d. We express no opinion as to the perfection or priority liens or security. e. The opinions expressed in this letter are based upon the law and facts in effect on the date hereof, and we assume no obligation to update, revise, or supplement this opinion. We are licensed to practice law only in the State of Arizona. We express no opinion as to the laws of any jurisdiction other than the laws of the State of Arizona and the United States of America. The opinions expressed above concern only the effect of the laws of the State of Arizona and the United States of America as currently in effect. We assume no obligation to supplement this opinion letter if any applicable laws change after the date of this opinion letter, or if we become aware of any facts that might change the opinions expressed above after the date of this opinion letter. This opinion may be relied upon by you and by the persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Companys registration statement on Form S-4 and to the reference of our firm under the heading Legal Matters.

Very truly yours,

FENNEMORE CRAIG PC

By: /s/ Ronald L. Ballard

SCHEDULE A Allied Waste Industries (Arizona), Inc., an Arizona corporation Allied Waste Industries (Southwest), Inc., an Arizona corporation Apache Junction Landfill Corporation, an Arizona corporation Mesa Disposal, Inc., an Arizona corporation Midway Development Company, Inc., an Arizona corporation Pinal County Landfill Corp., an Arizona corporation Summit Waste Systems, Inc., an Arizona corporation Tri-Stare Refuse Corporation, an Arizona corporation Central Arizona Transfer, Inc., an Arizona corporation

UNITED STATES | ENGLAND | GERMANY | CHINA

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop, Suite 100 Scottsdale, Arizona 85260 Ladies and Gentlemen:

We have acted as special local counsel in the State of Colorado to Bunting Trash Service, Inc., a Colorado corporation (Bunting), Denver RL North, Inc., a Colorado corporation (Denver RL) and Frontier Waste Services (Colorado), LLC, a Colorado limited liability company (Frontier and, together with Bunting and Denver RL, each a Guarantor and collectively, the Guarantors) in connection with the registration of $600,000,000 in aggregate principal amount of 7-1/4% Senior Notes due 2015 (the Exchange Notes) by Allied Waste North America, Inc., a Delaware corporation (the Company), and the guarantees of the Exchange Notes (the Guarantees) by the Guarantors and other guarantors, under the Securities Act of 1933, as amended, on Form S-4 filed with the Securities and Exchange Commission on August 16, 2005 (the Registration Statement). The Exchange Notes and the related Guarantees will be issued pursuant to a supplemental indenture (the Sixteenth Supplemental Indenture), dated March 9, 2005, to an indenture (the Base Indenture, dated December 23, 1998, among the Company, the Guarantors and U.S. Bank National Association, as trustee, together with the Sixteenth Supplemental Indenture, the Indenture). The Indenture, the Exchange Notes and the Guarantees are sometimes referred to herein collectively as the Operative Documents. Capitalized terms used herein without definition have the meanings assigned to them in the Indenture. In rendering this opinion, we have examined, among other things, copies of the following documents: 1. the Guarantees; 2. the Indenture; 3. the Notes; copies of (a) the minutes of the meeting of the Board of Directors of Bunting, dated March 4, 2005, approving the Guarantee being 4. provided by Bunting, as provided to us by Latham & Watkins LLP (Latham & Watkins), counsel to the Company; (b) the Articles of Incorporation of Bunting, as filed with the Secretary

3200 WELLS FARGO CENTER | 1700 LINCOLN STREET | DENVER COLORADO 80203-4532 TELEPHONE 303-607-3500 | FACSIMILE 303-607-3600 | WWW.FAEGRE.COM

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 2 of State of the State of Colorado on July 19, 1977 and (c) the Amended and Restated By-Laws of Bunting, dated July 7, 2000, as provided to us by Latham & Watkins; copies of (a) the minutes of the meeting of the Board of Directors of Denver RL, dated March 4, 2005, approving the Guarantee being provided by Denver RL, as provided to us by Latham & Watkins; (b) the Articles of Incorporation of Denver RL, as filed with the 5. Secretary of State of the State of Colorado on March 27, 2000 and (c) the By-Laws of Denver RL, dated March 27, 2000, as provided to us by Latham & Watkins; and copies of (a) the minutes of the meeting of the members of Frontier, dated March 4, 2005, approving the Guarantee being provided by Frontier, as provided to us by Latham & Watkins; (b) the Articles of Organization of Frontier, as filed with the Secretary of State of 6. the State of Colorado on April 25, 2001 and (c) Operating Agreement of Frontier, dated May 17, 2001, as provided to us by Latham & Watkins. As to any facts material to our opinions expressed below, we have relied upon the assumptions set forth elsewhere herein and upon the originals, or copies authenticated to our satisfaction, of such certificates of the Guarantors and public officials, and such corporate records, documents and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below, in each case without independent verification thereof. While we have not conducted any independent verification of facts upon which our opinions are based, we confirm that we do not have any actual knowledge which has caused us to conclude that our reliance cited above is unwarranted. Whenever a statement is qualified by known to us or a similar phrase, it is intended to indicate that those attorneys in this firm responsible for preparing this opinion, after consultation with such other attorneys in the firm and review of such documents in our possession as they considered appropriate, do not have current actual knowledge of the inaccuracy of such statement. However, except as otherwise expressly indicated, we have not undertaken any independent investigation to determine the accuracy of such statement. In giving the opinions below, we have relied, without investigation, on the following assumptions: (a) natural persons who are involved on behalf of the Guarantors have sufficient legal capacity to enter into and perform the Guarantees; (b) the Indenture and each Note constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms; and

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 3 (c) each document submitted to us for review is accurate and complete, each document submitted to us as an original is authentic, and each document submitted to us as a copy conforms to an authentic original of the executed document, and all signatures on each such document are genuine.

Based upon the foregoing, and subject to the qualifications set forth below, we are of the opinion that: 1. Each of Bunting and Denver RL is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado. Frontier is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Colorado. 2. Each Guarantor has the requisite organizational and legal power and authority to execute, deliver and perform its obligations under the applicable Guarantee. Each Guarantee has been duly and validly authorized, executed and delivered by the respective Guarantor.

The opinions set forth above are subject to the following qualifications and assumptions: (a) We are authorized to practice law in the State of Colorado and do not hold ourselves out as experts on the law of any state other than the State of Colorado. Consequently, the foregoing opinions are limited to the laws of the State of Colorado, and we express no opinion as to federal laws or the laws of any other state or jurisdiction. Except as expressly set forth herein, we express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof. (b) Our opinion in paragraph 1 above as to the good standing of the Guarantors is based solely upon good standing certificates issued by the Secretary of State of the State of Colorado on September 20, 2005. (c) The opinions expressed do not address any of the following: (1) the statutes and ordinances, administrative decisions and the rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the federal, state or regional level) and judicial decisions to the extent that they deal with the foregoing; (2) fraudulent transfer and fraudulent conveyance laws; or (3) usury laws. (d) We express no opinion with respect to the financial status or the financial ability any of the Guarantors to meet its obligations under the applicable Guarantee. (e) We express no opinion as to whether a subsidiary may guarantee or otherwise become liable for indebtedness incurred by its parent, except to the extent that such subsidiary may be determined to have benefited from the incurrence of such indebtedness, or whether such benefit may be measured other than by the extent to which the proceeds of the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 4 indebtedness incurred by the parent are directly or indirectly made available to such subsidiary for its corporate purposes. (f) We express no opinion as to, and assume no obligation to advise you of, any subsequent changes in the laws of the State of Colorado applicable to the matters set forth in this opinion or any subsequent changes in the facts on which this opinion is rendered. Our opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This opinion is for the Companys benefit in connection with the transactions contemplated by the Operative Documents and may be relied upon only by the Company, by Latham & Watkins in connection with its opinion to you dated the date hereof to which our opinion will be attached as Exhibit III, and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. This opinion may not be relied upon by any other person or for any other purpose without our express written consent. We consent to the filing by the Company of this opinion as an exhibit to the Companys registration statement on Form S-4 and to the reference of our firm under the heading Legal Matters. However, this consent should not be construed as an indication that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K. Very truly yours, FAEGRE & BENSON LLP

/s/ Douglas R. Wright

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FILE NO:

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260

Allied Waste North America, Inc., et al. Registration Statement on Form S-4 (Reg. No. 333-126239). Ladies and Gentlemen:

1 In connection with the registration of $600,000,000 in aggregate principal amount of 7 /4% Series B Senior Notes due 2015 (the Exchange Notes) by Allied Waste North America, Inc., a Delaware corporation (the Company), and the guarantees of the Exchange Notes by Allied Waste Industries, Inc., a Delaware corporation, and certain of its affiliates and subsidiaries (collectively, the Guarantors), under the Securities Act of 1933, as amended, on Form S-4 filed with the Securities and Exchange Commission on August 16, 2005, as amended (the Registration Statement), we have acted as your special Florida counsel, and you have requested our opinion, with respect to the matters set forth below relating to the entities identified on Schedule A to this opinion (the Identified Guarantors) and the guarantees of such Identified Guarantors endorsed on the Exchange Notes (the Guarantees). The Exchange Notes and the Guarantees will be issued pursuant to a sixteenth supplemental indenture, dated March 9, 2005, as supplemented by a supplemental indenture, dated September 20, 2005 (such indentures together referred to herein as the Sixteenth Supplemental Indenture), to an indenture, dated December 23, 1998 (the Base Indenture, which together with the Sixteenth Supplemental Indenture is referred to herein as the Indenture), among the Company, the Guarantors and U.S. Bank National Association, as trustee. The 1 Exchange Notes and the Guarantees will be issued in exchange for the Companys outstanding 7 /4% Series A Senior Notes due 2015 on the terms set forth in the prospectus contained in the Registration

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 2 Statement and the letter of transmittal filed as an exhibit thereto. The Indenture, the Exchange Notes, and the Guarantees are sometimes referred to herein as the Operative Documents, and the transactions contemplated by the Operative Documents are sometimes referred to herein as the Transactions. Capitalized terms used herein without definition have the meanings assigned to them in the Indenture. In connection with this opinion, we have examined each of the following documents (the Opinion Documents): For each corporate Identified Guarantor listed on Schedule A, (i) a copy of the Articles of Incorporation, and any amendments thereto, on file with and certified by the Florida Secretary of State on September 19, 2005 (the Charter), (ii) the bylaws of each 1. such corporate Identified Guarantor (the Bylaws) (such Bylaws being further identified on Schedule A), and (iii) a Certificate of Good Standing for each corporate Identified Guarantor issued by the Florida Secretary of State on September 19, 2005 (the Corporate Good Standing Certificates); For each limited liability company Identified Guarantor listed on Schedule A, a copy of the Articles of Organization, and any amendments thereto, on file with and certified by the Florida Secretary of State on September 19, 2005 (the LLC Articles), 2. (ii) the operating agreement of each such limited liability company Identified Guarantor (the LLC Agreements) (such agreements being further identified on Schedule A) , and (iii) a Certificate of Good Standing issued by the Florida Secretary of State on September 19, 2005 (the LLC Good Standing Certificates); A copy of minutes of a meeting of the members of the Board of Directors of each of the corporate Identified Guarantors 3. conducted on March 4, 2005, containing resolutions pertaining to the Transactions (the Corporate Minutes); A copy of minutes of a meeting of all of the managing members or members or other governing body of the limited liability 4. company Identified Guarantor conducted on September 20, 2005, containing resolutions pertaining to the Transactions (the LLC Minutes, and together with the Corporate Minutes, the Minutes); and

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 3 5. A copy of the Indenture. All of the Opinion Documents, other than those certified by the Florida Secretary of State, were electronically delivered to us from Latham & Watkins LLP via e-mail from September 15, 2005 to September 21, 2005. We have examined no documents or instruments other than the Opinion Documents and are relying solely on the foregoing in rendering the opinions set forth in this letter, subject to the limitations, assumptions and qualifications set forth below. General Assumptions. For purposes of the opinions expressed below, we have assumed the following: (i) the authenticity of all Opinion Documents submitted to us as originals; (ii) the conformity to the originals of all Opinion Documents submitted as certified or photostatic copies and the authenticity of the originals thereof; (iii) the legal capacity of natural persons; (iv) the genuineness of all signatures; and (v) the due authorization, execution and delivery of the Indenture by all parties thereto and the validity, binding effect and enforceability thereof. Entity Formality Assumptions. For purposes of the opinions expressed below, we also have assumed the following: (i) the copy of the Bylaws of each corporate Identified Guarantor provided to us is a complete and correct copy of the bylaws of such corporation in effect at the time of the adoption of the resolutions recited in the Corporate Minutes, and that such Bylaws have not been amended or rescinded since such date and continue in such form in full force and effect; (ii) the copy of the LLC Agreement of each limited liability company Identified Guarantor provided to us is a complete and correct copy of such agreement, that no other agreement among the members or managers of such limited liability company exists that would contradict or supplement such LLC Agreement as it pertains to the matters addressed in this opinion, and that such LLC Agreement was in effect at the time of the adoption of the resolutions recited in the LLC Minutes, and that such LLC Agreement has not been

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 4 amended or rescinded since such date and continues in such form in full force and effect; (iii) the resolutions contained in the Corporate Minutes were adopted at a duly called and conducted meeting of directors of each corporate Identified Guarantor for which appropriate notice was given or waived and at which a quorum was present, in compliance with the Florida Business Corporation Act (the Act), the Charter and the Bylaws of such Identified Guarantor, that the persons approving such resolutions were the duly elected directors of such Identified Guarantor at such time, and that such resolutions were adopted by a vote of at least the number of affirmative votes required under the Act, the Charter and the Bylaws of such Identified Guarantor; (iv) the resolutions contained in the LLC Minutes were adopted at a duly called and conducted meeting of the sole member of each limited liability company Identified Guarantor, for which appropriate notice was given or waived and in compliance with the Florida Limited Liability Company Act (the Company Act), the LLC Articles and the LLC Agreement of such Identified Guarantor, that the persons approving such resolutions were authorized to act for such member of such Identified Guarantor at such time, and that such resolutions were adopted by a vote of at least the number of affirmative votes required under the Company Act, the LLC Articles and the LLC Agreement of such Identified Guarantor; and (v) the resolutions contained in the Minutes are the only resolutions of the Identified Guarantors that relate to the Transactions, and such resolutions have not been amended or rescinded. Form of Note and Guarantee Assumptions. For the purposes of the opinions expressed below, we also have assumed the following: (i) the Exchange Notes conform to the description of the Series B Notes in the Sixteenth Supplemental Indenture; (ii) the Guarantees conform to the form of Senior Guarantee described in Section 2.3 of the Base Indenture; and (iii) the Guarantees conform to the requirements of the 2015 Registration Rights Agreement, as defined in the Minutes.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 5 Based upon and subject to the assumptions, limitations, qualifications and exceptions contained in this letter, and in reliance on the certificates of public officials identified above as to the matters addressed therein, we are of the opinion that: 1. Each corporate Identified Guarantor has been duly incorporated and, based solely on the applicable Corporate Good Standing Certificate, is validly existing and in good standing under the laws of the State of Florida; and the limited liability company Identified Guarantor has been duly formed and, based solely on the applicable LLC Good Standing Certificate, is validly existing and in good standing under the laws of the State of Florida. 2. The Guarantees of the Identified Guarantors, and the execution and delivery thereof, have been duly authorized by all necessary corporate or limited liability company action, as applicable, by the Identified Guarantors. While certain members of this firm are admitted to practice in other jurisdictions, in this opinion letter we do not express any opinion covering any law other than the laws of the State of Florida. This opinion is for your benefit in connection with the Transactions. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference of our firm in the Registration Statement under the heading Legal Matters. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the Securities and Exchange Commission. Except as otherwise provided in this paragraph, the opinions set forth in this letter may not be quoted or relied on by, nor copies delivered to, any other person or entity or used for any other purpose without our prior written consent. Very truly yours,

/s/ HUNTON & WILLIAMS LLP

SCHEDULE A IDENTIFIED GUARANTORS

Name Bylaws or Operating Agreement

Allied Waste Transfer Services of Florida, LLC Operating Agreement dated August 5, 2005, executed by Browning-Ferris Industries, LLC, as the sole member

Delta Dade Recycling Corp. Amended and Restated Bylaws dated July 1, 2001, executed by Jo Lynn White as Secretary

Delta Resources Corp. Amended and Restated Bylaws dated July 1, 2001, executed by Jo Lynn White as Secretary

Delta Site Development Corp. Amended and Restated Bylaws dated July 1, 2001, executed by Jo Lynn White as Secretary

Delta Waste Corp. Amended and Restated Bylaws dated July 1, 2001, executed by Jo Lynn White as Secretary

Gulfcoast Waste Service, Inc. Amended and Restated Bylaws dated June 21, 2000, executed by Jo Lynn White as Secretary

Manumit of Florida, Inc. Amended and Restated Bylaws dated November 2, 1998, executed by Jo Lynn White as Secretary

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FILE NO:

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260

Allied Waste North America, Inc., et al. Registration Statement on Form S-4 (Reg. No. 333-126239). Ladies and Gentlemen:

1 In connection with the registration of $600,000,000 in aggregate principal amount of 7 /4% Series B Senior Notes due 2015 (the Exchange Notes) by Allied Waste North America, Inc., a Delaware corporation (the Company), and the guarantees of the Exchange Notes by Allied Waste Industries, Inc., a Delaware corporation, and certain of its affiliates and subsidiaries (collectively, the Guarantors), under the Securities Act of 1933, as amended, on Form S-4 filed with the Securities and Exchange Commission on August 16, 2005, as amended (the Registration Statement), we have acted as your special Maryland counsel, and you have requested our opinion, with respect to the matters set forth below relating to the entities identified on Schedule A to this opinion (the Identified Guarantors) and the guarantees of such Identified Guarantors endorsed on the Exchange Notes (the Guarantees). The Exchange Notes and the Guarantees will be issued pursuant to a sixteenth supplemental indenture, dated March 9, 2005, as supplemented by a supplemental indenture, dated September 20, 2005 (such indentures together referred to herein as the Sixteenth Supplemental Indenture), to an indenture, dated December 23, 1998 (the Base Indenture, which together with the Sixteenth Supplemental Indenture is referred to herein as the Indenture), among the Company, the Guarantors and U.S. Bank National Association, as trustee. The 1 Exchange Notes and the Guarantees will be issued in exchange for the Companys outstanding 7 /4% Series A Senior Notes due 2015 on the terms set forth in the prospectus

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 2 contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Indenture, the Exchange Notes, and the Guarantees are sometimes referred to herein as the Operative Documents, and the transactions contemplated by the Operative Documents are sometimes referred to herein as the Transactions. Capitalized terms used herein without definition have the meanings assigned to them in the Indenture. In connection with this opinion, we have examined each of the following documents (the Opinion Documents): For each corporate Identified Guarantor listed on Schedule A, (i) a copy of the Articles of Incorporation, and any amendments thereto, on file with and certified by the State of Maryland Department of Assessments and Taxation on the date set forth on 1. Schedule A (the Charter), (ii) the bylaws of each such corporate Identified Guarantor (the Bylaws), and (iii) a Certificate of Good Standing for each corporate Identified Guarantor issued by the State of Maryland Department of Assessments and Taxation on the date set forth on Schedule A (the Corporate Good Standing Certificates); For each limited liability company Identified Guarantor listed on Schedule A, a copy of the Articles of Organization, and any amendments thereto, on file with and certified by the State of Maryland Department of Assessments and Taxation on the date set forth on Schedule A (the LLC Articles), (ii) the operating agreement of each such limited liability company Identified Guarantor (the 2. LLC Agreements) (such agreements being further identified on Schedule A), and (iii) a Certificate of Good Standing issued by the State of Maryland Department of Assessments and Taxation on the date set forth on Schedule A (the LLC Good Standing Certificates); A copy of minutes of a meeting of the members of the Board of Directors of each of the corporate Identified Guarantors conducted on 3. March 4, 2005, containing resolutions pertaining to the Transactions (the Corporate Minutes); A copy of minutes of a meeting of the managing members or members or other governing body of the limited liability company 4. Identified Guarantor conducted on March 4, 2005, containing resolutions pertaining to the Transactions (the LLC Minutes, and together with the Corporate Minutes, the Minutes); and 5. A copy of the Indenture.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 3 All of the Opinion Documents, other than those certified by the State of Maryland Department of Assessments and Taxation, were electronically delivered to us from Latham & Watkins LLP via e-mail from September 15, 2005 to September 21, 2005. We have examined no documents or instruments other than the Opinion Documents and are relying solely on the foregoing in rendering the opinions set forth in this letter, subject to the limitations, assumptions and qualifications set forth below. General Assumptions. For purposes of the opinions expressed below, we have assumed the following: (i) the authenticity of all Opinion Documents submitted to us as originals; (ii) the conformity to the originals of all Opinion Documents submitted as certified or photostatic copies and the authenticity of the originals thereof; (iii) the legal capacity of natural persons; (iv) the genuineness of all signatures; and (v) the due authorization, execution and delivery of the Indenture by all parties thereto and the validity, binding effect and enforceability thereof. Entity Formality Assumptions. For purposes of the opinions expressed below, we also have assumed the following: (i) the copy of the Bylaws of each corporate Identified Guarantor provided to us is a complete and correct copy of the bylaws of such corporation in effect at the time of the adoption of the resolutions recited in the Corporate Minutes, and that such Bylaws have not been amended or rescinded since such date and continue in such form in full force and effect; (ii) the copy of the LLC Agreement of each limited liability company Identified Guarantor provided to us is a complete and correct copy of such agreement, that no other agreement among the members or managers of such limited liability company exists that would contradict or supplement such LLC Agreement as it pertains to the matters addressed in this opinion, and that such LLC Agreement was in effect at the time of the adoption of the resolutions recited in the LLC Minutes, and that such LLC Agreement has not been amended or rescinded since such date and continues in such form in full force and effect;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 4 (iii) the resolutions contained in the Corporate Minutes were adopted at a duly called and conducted meeting of directors of each corporate Identified Guarantor for which appropriate notice was given or waived and at which a quorum was present, in compliance with the Maryland General Corporation Law, the Charter and the Bylaws of such Identified Guarantor, that the persons approving such resolutions were the duly elected directors of such Identified Guarantor at such time, and that such resolutions were adopted by a vote of at least the number of affirmative votes required under the Maryland General Corporation Law, the Charter and the Bylaws of such Identified Guarantor; (iv) the resolutions contained in the LLC Minutes were adopted at a duly called and conducted meeting of the sole member of each limited liability company Identified Guarantor, for which appropriate notice was given or waived and in compliance with the Maryland Limited Liability Company Act, the LLC Articles and the LLC Agreement of such Identified Guarantor, that the persons approving such resolutions were authorized to act for such member of such Identified Guarantor at such time, and that such resolutions were adopted by a vote of at least the number of affirmative votes required under the Maryland Limited Liability Company Act, the LLC Articles and the LLC Agreement of such Identified Guarantor; and (v) the resolutions contained in the Minutes are the only resolutions of the Identified Guarantors that relate to the Transactions, and such resolutions have not been amended or rescinded. Form of Note and Guarantee Assumptions. For the purposes of the opinions expressed below, we also have assumed the following: (i) the Exchange Notes conform to the description of the Series B Notes in the Sixteenth Supplemental Indenture; (ii) the Guarantees conform to the form of Senior Guarantee described in Section 2.3 of the Base Indenture; and (iii) the Guarantees conform to the requirements of the 2015 Registration Rights Agreement, as defined in the Minutes. Based upon and subject to the assumptions, limitations, qualifications and exceptions contained in this letter, and in reliance on the certificates of public officials identified above as to the matters addressed therein, we are of the opinion that:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 5 1. Each corporate Identified Guarantor has been duly incorporated and, based solely on the applicable Corporate Good Standing Certificate, is validly existing and in good standing under the laws of the State of Maryland; and the limited liability company Identified Guarantor has been duly formed and, based solely on the applicable LLC Good Standing Certificate, is validly existing and in good standing under the laws of the State of Maryland. 2. The Guarantees of the Identified Guarantors, and the execution and delivery thereof, have been duly authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, by the Identified Guarantors. While certain members of this firm are admitted to practice in other jurisdictions, in this opinion letter we do not express any opinion covering any law other than the laws of the State of Maryland. This opinion is for your benefit in connection with the Transactions. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference of our firm in the Registration Statement under the heading Legal Matters. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the Securities and Exchange Commission. Except as otherwise provided in this paragraph, the opinions set forth in this letter may not be quoted or relied on by, nor copies delivered to, any other person or entity or used for any other purpose without our prior written consent. Very truly yours,

/s/ HUNTON & WILLIAMS LLP

A. Corporate Identified Guarantors

Date of Date of Good Name Certified Articles Standing Certificate

Browning-Ferris, Inc., a Maryland corporation September 21, 2005 September 21, 2005

B. Limited Liability Company Identified Guarantors

Date of Date of Good Name Certified Articles Standing Certificate

Prince Georges County Landfill, LLC, a Maryland limited liability company September 21, 2005 September 21, 2005

LLC Agreement: Operating Agreement of Prince Georges County Landfill, LLC, executed as of August 22, 2003, by Allied Waste North America, Inc., as its sole member of the Company

HUNTON & WILLIAMS LLP POST OFFICE BOX 109 RALEIGH, NORTH CAROLINA 27602

TEL 919 899 3000 FAX 919 899 3160

FILE NO: 32746.185 September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260

Allied Waste North America, Inc., et al. Registration Statement on Form S-4 (Reg. No. 333-126239). Ladies and Gentlemen:

1 In connection with the registration of $600,000,000 in aggregate principal amount of 7 /4% Series B Senior Notes due 2015 (the Exchange Notes) by Allied Waste North America, Inc., a Delaware corporation (the Company), and the guarantees of the Exchange Notes by Allied Waste Industries, Inc., a Delaware corporation, and certain of its affiliates and subsidiaries (collectively, the Guarantors), under the Securities Act of 1933, as amended, on Form S-4 filed with the Securities and Exchange Commission on August 16, 2005, as amended (the Registration Statement), we have acted as your special North Carolina counsel, and you have requested our opinion, with respect to the matters set forth below relating to the entities identified on Schedule A to this opinion (the Identified Guarantors) and the guarantees of such Identified Guarantors endorsed on the Exchange Notes (the Guarantees). The Exchange Notes and the Guarantees will be issued pursuant to a sixteenth supplemental indenture, dated March 9, 2005, as supplemented by a supplemental indenture, dated September 20, 2005 (such indentures together referred to herein as the Sixteenth Supplemental Indenture), to an indenture, dated December 23, 1998 (the Base Indenture, which together with the Sixteenth Supplemental Indenture is referred to herein as the Indenture), among the Company, the Guarantors and U.S. Bank National Association, as trustee. The 1 Exchange Notes and the Guarantees will be issued in exchange for the Companys outstanding 7 /4% Series A Senior Notes due 2015 on the terms set forth in the prospectus contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Indenture, the Exchange Notes, and the Guarantees are sometimes referred to herein as the Operative Documents, and the transactions contemplated by the Operative Documents are sometimes referred to herein as the Transactions. Capitalized terms used herein without definition have the meanings assigned to them in the Indenture.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 2 In connection with this opinion, we have examined each of the following documents (the Opinion Documents): For each corporate Identified Guarantor listed on Schedule A, (i) a copy of the Articles of Incorporation, and any amendments thereto, on file with and certified by the Secretary of State of the State of North Carolina on the date set forth on Schedule A (the 1. Charter), (ii) the bylaws of each such corporate Identified Guarantor (the Bylaws), and (iii) a Certificate of Existence for each corporate Identified Guarantor issued by the Secretary of State of the State of North Carolina on the date set forth on Schedule A (the Corporate Good Standing Certificates); For the limited liability company Identified Guarantor listed on Schedule A, a copy of the Articles of Organization, and any amendments thereto, on file with and certified by the Secretary of State of the State of North Carolina on the date set forth on 2. Schedule A (the LLC Articles), (ii) the operating agreement of such limited liability company Identified Guarantor (the LLC Agreement) (such agreement being further identified on Schedule A), and (iii) a Certificate of Existence issued by the Secretary of State of the State of North Carolina on the date set forth on Schedule A (the LLC Good Standing Certificate); A copy of minutes of a meeting of the members of the Board of Directors of each of the corporate Identified Guarantors conducted on 3. March 4, 2005, containing resolutions pertaining to the Transactions (the Corporate Minutes); A copy of minutes of a meeting of all of the managing members or members or other governing body of the limited liability company 4. Identified Guarantor conducted on September 20, 2005, containing resolutions pertaining to the Transactions (the LLC Minutes, and together with the Corporate Minutes, the Minutes); and 5. A copy of the Indenture. All of the Opinion Documents, other than those certified by the Secretary of State of the State of North Carolina, were electronically delivered to us from Latham & Watkins LLP via e-mail from September 15, 2005 to September 21, 2005. We have examined no documents or instruments other than the Opinion Documents and are relying solely on the foregoing in rendering the opinions set forth in this letter, subject to the limitations, assumptions and qualifications set forth below.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 3 General Assumptions. For purposes of the opinions expressed below, we have assumed the following: (i) the authenticity of all Opinion Documents submitted to us as originals; (ii) the conformity to the originals of all Opinion Documents submitted as certified or photostatic copies and the authenticity of the originals thereof; (iii) the legal capacity of natural persons; (iv) the genuineness of all signatures; and (v) the due authorization, execution and delivery of the Indenture by all parties thereto and the validity, binding effect and enforceability thereof. Entity Formality Assumptions. For purposes of the opinions expressed below, we also have assumed the following: (i) the copy of the Bylaws of each corporate Identified Guarantor provided to us is a complete and correct copy of the bylaws of such corporation in effect at the time of the adoption of the resolutions recited in the Corporate Minutes, and that such Bylaws have not been amended or rescinded since such date and continue in such form in full force and effect; (ii) the copy of the LLC Agreement of the limited liability company Identified Guarantor provided to us is a complete and correct copy of such agreement, that no other agreement among the members or managers of such limited liability company exists that would contradict or supplement such LLC Agreement as it pertains to the matters addressed in this opinion, that such LLC Agreement was in effect at the time of the adoption of the resolutions recited in the LLC Minutes, and that such LLC Agreement has not been amended or rescinded since such date and continues in such form in full force and effect; (iii) the resolutions contained in the Corporate Minutes were adopted at a duly called and conducted meeting of directors of each corporate Identified Guarantor for which appropriate notice was given or waived and at which a quorum was present, in compliance with the North Carolina Business Corporation Act, the Charter and the Bylaws of such Identified Guarantor, that the persons approving such resolutions were the duly elected directors of such Identified Guarantor at such time, and that such resolutions were adopted by a vote of at least the number of affirmative votes required under the North Carolina Business Corporation Act, the Charter and the Bylaws of such Identified Guarantor;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 4 (iv) the resolutions contained in the LLC Minutes were adopted at a duly called and conducted meeting of the sole member of the limited liability company Identified Guarantor, for which appropriate notice was given or waived and in compliance with the North Carolina Limited Liability Company Act, the LLC Articles and the LLC Agreement of such Identified Guarantor, and that the persons approving such resolutions were authorized to act for such member of such Identified Guarantor at such time; and (v) the resolutions contained in the Minutes are the only resolutions of the Identified Guarantors that relate to the Transactions, and such resolutions have not been amended or rescinded. Form of Note and Guarantee Assumptions. For the purposes of the opinions expressed below, we also have assumed the following: (i) the Exchange Notes conform to the description of the Series B Notes in the Sixteenth Supplemental Indenture; (ii) the Guarantees conform to the form of Senior Guarantee described in Section 2.3 of the Base Indenture; and (iii) the Guarantees conform to the requirements of the 2015 Registration Rights Agreement, as defined in the Minutes. Based upon and subject to the assumptions, limitations, qualifications and exceptions contained in this letter, and in reliance on the certificates of public officials identified above as to the matters addressed therein, we are of the opinion that: 1. Each corporate Identified Guarantor has been duly incorporated and, based solely on the applicable Corporate Good Standing Certificate, is validly existing and in good standing under the laws of the State of North Carolina; and the limited liability company Identified Guarantor has been duly formed and, based solely on the applicable LLC Good Standing Certificate, is validly existing and in good standing under the laws of the State of North Carolina. 2. The Guarantees of the Identified Guarantors, and the execution and delivery thereof, have been duly authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, by the Identified Guarantors. While certain members of this firm are admitted to practice in other jurisdictions, in this opinion letter we do not express any opinion covering any law other than the laws of the State of North Carolina.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 5 This opinion is for your benefit in connection with the Transactions. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference of our firm in the Registration Statement under the heading Legal Matters. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the Securities and Exchange Commission. Except as otherwise provided in this paragraph, the opinions set forth in this letter may not be quoted or relied on by, nor copies delivered to, any other person or entity or used for any other purpose without our prior written consent.

Very truly yours,

/s/ HUNTON & WILLIAMS LLP

A. Corporate Identified Guarantors

Date of Date of Good Name Certified Articles Standing Certificate

Chambers Development of North Carolina, Inc., a North Carolina corporation September 20, 2005 September 20, 2005

Lake Norman Landfill, Inc., a North Carolina corporation September 20, 2005 September 20, 2005

B. Limited Liability Company Identified Guarantors

Date of Date of Good Name Certified Articles Standing Certificate

Allied Waste Transfer Services of North Carolina, LLC, a North Carolina September 20, 2005 September 20, 2005 limited liability company

LLC Agreement: Operating Agreement of Allied Waste Transfer Services of North Carolina, LLC, executed as of July 13, 2005, by Browning-Ferris Industries, LLC as the sole member of the Company

HUNTON & WILLIAMS LLP 1900 K STREET, N.W. WASHINGTON, D.C. 20006-1109

TEL 202 955 1500 FAX 202 778 2201

File no. 99999.000309

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260

Allied Waste North America, Inc., et al. Registration Statement on Form S-4 (Reg. No. 333-126239). Ladies and Gentlemen:

1 In connection with the registration of $600,000,000 in aggregate principal amount of 7 /4% Series B Senior Notes due 2015 (the Exchange Notes) by Allied Waste North America, Inc., a Delaware corporation (the Company), and the Guarantee of the Exchange Notes by Allied Waste Industries, Inc., a Delaware corporation, and certain of its affiliates and subsidiaries (collectively, the Guarantors), under the Securities Act of 1933, as amended, on Form S-4 filed with the Securities and Exchange Commission on August 16, 2005, as amended (the Registration Statement), we have acted as your special Virginia counsel, and you have requested our opinion, with respect to the matters set forth below relating to the entity identified on Schedule A to this opinion (the Identified Guarantor) and the Guarantee of such Identified Guarantor endorsed on the Exchange Notes (the Guarantee). The Exchange Notes and the Guarantee will be issued pursuant to a sixteenth supplemental indenture, dated March 9, 2005, as supplemented by a supplemental indenture, dated September 20, 2005 (such indentures together referred to herein as the Sixteenth Supplemental Indenture), to an indenture, dated December 23, 1998 (the Base Indenture, which together with the Sixteenth Supplemental Indenture is referred to herein as the Indenture), among the Company, the Guarantors and U.S. Bank National Association, as trustee. The 1 Exchange Notes and the Guarantee will be issued in exchange for the Companys outstanding 7 /4% Series A Senior Notes due 2015 on the terms set forth in the prospectus contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Indenture, the Exchange Notes, and the Guarantee are sometimes referred to herein as the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 2 Operative Documents, and the transactions contemplated by the Operative Documents are sometimes referred to herein as the Transactions. Capitalized terms used herein without definition have the meanings assigned to them in the Indenture. In connection with this opinion, we have examined each of the following documents (the Opinion Documents): A copy of the Articles of Organization and any amendments thereto of the Identified Guarantor, on file with and certified by the State Corporation Commission of Virginia (SCC) on the date set forth on Schedule A (the LLC Articles), (ii) the operating agreement 1. of each such limited liability company Identified Guarantor (the LLC Agreements) (such agreement being further identified on Schedule A), and (iii) a Certificate of Existence issued by the SCC on the date set forth on Schedule A (the LLC Certificate of Existence); A copy of minutes of a meeting of the managing member or other governing body of the limited liability company Identified 2. Guarantor conducted on March 4, 2005, containing resolutions pertaining to the Transactions (the Minutes); and 3. A copy of the Indenture. All of the Opinion Documents, other than those certified by the SCC, were electronically delivered to us from Latham & Watkins LLP via e-mail from September 15, 2005 to September 21, 2005. We have examined no documents or instruments other than the Opinion Documents and are relying solely on the foregoing in rendering the opinions set forth in this letter, subject to the limitations, assumptions and qualifications set forth below. General Assumptions. For purposes of the opinions expressed below, we have assumed the following: (i) the authenticity of all Opinion Documents submitted to us as originals; (ii) the conformity to the originals of all Opinion Documents submitted as certified or photostatic copies and the authenticity of the originals thereof; (iii) the legal capacity of natural persons; (iv) the genuineness of all signatures; and

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 3 (v) the due authorization, execution and delivery of the Indenture by all parties thereto and the validity, binding effect and enforceability thereof. Entity Formality Assumptions. For purposes of the opinions expressed below, we also have assumed the following: (i) the copy of the LLC Agreement of the Identified Guarantor provided to us is a complete and correct copy of such agreement, that no other agreement among the members or managers of such limited liability company exists that would contradict or supplement such LLC Agreement as it pertains to the matters addressed in this opinion, and that such LLC Agreement was in effect at the time of the adoption of the resolutions recited in the Minutes, and that such LLC Agreement has not been amended or rescinded since such date and continues in such form in full force and effect; (ii) the resolutions contained in the Minutes were adopted at a duly called and conducted meeting of the sole member of the Identified Guarantor, for which appropriate notice was given or waived and in compliance with the Virginia Limited Liability Company Act, the LLC Articles and the LLC Agreement of such Identified Guarantor, that the persons approving such resolutions were authorized to act for such member of such Identified Guarantor at such time, and that such resolutions were adopted by a vote of at least the number of affirmative votes required under the Virginia Limited Liability Company Act, the LLC Articles and the LLC Agreement of such Identified Guarantor; and (iii) the resolutions contained in the Minutes are the only resolutions of the Identified Guarantor that relates to the Transactions, and such resolutions have not been amended or rescinded. Form of Note and Guarantee Assumptions. For the purposes of the opinions expressed below, we also have assumed the following: (i) the Exchange Notes conform to the description of the Series B Notes in the Sixteenth Supplemental Indenture; (ii) the Guarantee conforms to the form of Senior Guarantee described in Section 2.3 of the Base Indenture; and (iii) the Guarantee conforms to the requirements of the 2015 Registration Rights Agreement, as defined in the Minutes.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 4 Based upon and subject to the assumptions, limitations, qualifications and exceptions contained in this letter, and in reliance on the certificates of public officials identified above as to the matters addressed therein, we are of the opinion that: 1. Each limited liability company Identified Guarantor has been duly formed and, based solely on the applicable LLC Certificate of Existence, is validly existing and in good standing under the laws of the Commonwealth of Virginia. 2. The Guarantee of the Identified Guarantor, and the execution and delivery thereof, has been duly authorized by all necessary limited liability company action by the Identified Guarantor. While certain members of this firm are admitted to practice in other jurisdictions, in this opinion letter we do not express any opinion covering any law other than the laws of the Commonwealth of Virginia. This opinion is for your benefit in connection with the Transactions. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference of our firm in the Registration Statement under the heading Legal Matters. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the Securities and Exchange Commission. Except as otherwise provided in this paragraph, the opinions set forth in this letter may not be quoted or relied on by, nor copies delivered to, any other person or entity or used for any other purpose without our prior written consent.

Very truly yours,

/s/ HUNTON & WILLIAMS LLP

Date of Date of Certificate of Certificate of Name Organization Existence

Charlotte County Development Company, September 21, 2005 September 21, 2005 LLC, a Virginia limited liability company

LLC Agreement: Operating Agreement of Charlotte County Development Company, LLC, executed as of September 13, 2004, by Allied Waste North America, Inc. as the sole member of the Company

HUNTON & WILLIAMS LLP BANK OF AMERICA PLAZA SUITE 4100 600 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30308-2216

TEL 404 888 4000 FAX 404 888 4190

FILE NO:

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260

Allied Waste North America, Inc., et al. Registration Statement on Form S-4 (Reg. No. 333-126239) Ladies and Gentlemen:

1 In connection with the registration of $600,000,000 in aggregate principal amount of 7 /4% Series B Senior Notes due 2015 (the Exchange Notes) by Allied Waste North America, Inc., a Delaware corporation (the Company), and the guarantees of the Exchange Notes by Allied Waste Industries, Inc., a Delaware corporation, and certain of its affiliates and subsidiaries (collectively, the Guarantors), under the Securities Act of 1933, as amended, on Form S-4 filed with the Securities and Exchange Commission on August 16, 2005, as amended (the Registration Statement), we have acted as your special counsel in the State of Georgia, and you have requested our opinion, with respect to the matters set forth below relating to the entities identified on Schedule A to this opinion (the Identified Guarantors) and the guarantees of such Identified Guarantors endorsed on the Exchange Notes (the Guarantees). The Exchange Notes and the Guarantees will be issued pursuant to a sixteenth supplemental indenture, dated March 9, 2005, as supplemented by a supplemental indenture, dated September 20, 2005 (such indentures together referred to herein as the Sixteenth Supplemental Indenture), to an indenture, dated December 23, 1998 (the Base Indenture, which together with the Sixteenth Supplemental Indenture is referred to herein as the Indenture), among the Company, the Guarantors and U.S. Bank National Association, as trustee. The 1 Exchange Notes and the Guarantees will be issued in exchange for the Companys outstanding 7 /4% Series A Senior Notes due 2015 on the terms set forth in the prospectus contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Indenture, the Exchange Notes, and the Guarantees are sometimes referred to herein as the Operative Documents, and the transactions contemplated by the Operative Documents are sometimes referred to herein as the Transactions. Capitalized terms used herein without definition have the meanings assigned to them in the Indenture.

ATLANTA BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS KNOXVILLE LONDON McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SINGAPORE WASHINGTON www.hunton.com

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document September 28, 2005 Page 2 In connection with this opinion, we have examined each of the following documents (the Opinion Documents): For each corporate Identified Guarantor listed on Schedule A, (i) a copy of the Articles of Incorporation, and any amendments thereto, on file with and certified by the Secretary of State of the State of Georgia (the Georgia Secretary of State) on the date set 1. forth on Schedule A (the Charter), (ii) the bylaws of each such corporate Identified Guarantor (the Bylaws), and (iii) a Certificate of Existence for each corporate Identified Guarantor issued by the Georgia Secretary of State on the date set forth on Schedule A (the Corporate Good Standing Certificates); For the limited liability company Identified Guarantor listed on Schedule A, a copy of the Articles of Organization, and any amendments thereto, on file with and certified by the Georgia Secretary of State on the date set forth on Schedule A (the LLC 2. Articles), (ii) the operating agreement of such limited liability company Identified Guarantor (the LLC Agreement) (such agreement being further identified on Schedule A), and (iii) a Certificate of Existence issued by the Georgia Secretary of State on the date set forth on Schedule A (the LLC Good Standing Certificate); A copy of minutes of a meeting of the members of the Board of Directors of each of the corporate Identified Guarantors conducted on 3. March 4, 2005, containing resolutions pertaining to the Transactions (the Corporate Minutes); A copy of minutes of a meeting of the managing member of the limited liability company Identified Guarantor conducted on March 4, 4. 2005, containing resolutions pertaining to the Transactions (the LLC Minutes, and together with the Corporate Minutes, the Minutes); and 5. A copy of the Indenture. All of the Opinion Documents, other than those certified by the Georgia Secretary of State, were electronically delivered to us from Latham & Watkins LLP via e-mail from September 15, 2005 to September 21, 2005. We have examined no documents or instruments other than the Opinion Documents and are relying solely on the foregoing in rendering the opinions set forth in this letter, subject to the limitations, assumptions and qualifications set forth below.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document September 28, 2005 Page 3 General Assumptions. For purposes of the opinions expressed below, we have assumed the following: (i) the authenticity of all Opinion Documents submitted to us as originals; (ii) the conformity to the originals of all Opinion Documents submitted as certified or photostatic copies and the authenticity of the originals thereof; (iii) the legal capacity of natural persons; (iv) the genuineness of all signatures; and (v) the due authorization, execution and delivery of the Indenture by all parties thereto and the validity, binding effect and enforceability thereof. Entity Formality Assumptions. For purposes of the opinions expressed below, we also have assumed the following: (i) the copy of the Bylaws of each corporate Identified Guarantor provided to us is a complete and correct copy of the bylaws of such corporation in effect at the time of the adoption of the resolutions recited in the Corporate Minutes, and that such Bylaws have not been amended or rescinded since such date and continue in such form in full force and effect; (ii) the copy of the LLC Agreement of the limited liability company Identified Guarantor provided to us is a complete and correct copy of such agreement, that no other agreement among the members or managers of such limited liability company exists that would contradict or supplement such LLC Agreement as it pertains to the matters addressed in this opinion, and that such LLC Agreement was in effect at the time of the adoption of the resolutions recited in the LLC Minutes, and that such LLC Agreement has not been amended or rescinded since such date and continues in such form in full force and effect; (iii) the resolutions contained in the Corporate Minutes were adopted at a duly called and conducted meeting of directors of each corporate Identified Guarantor for which appropriate notice was given or waived and at which a quorum was present, in compliance with the Georgia Business Corporation Code (GBCC), the Charter and the Bylaws of such Identified Guarantor, that the persons approving such resolutions were the duly elected directors of such Identified Guarantor at such time, and that such

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document September 28, 2005 Page 4 resolutions were adopted by a vote of at least the number of affirmative votes required under the GBCC, the Charter and the Bylaws of such Identified Guarantor; (iv) the resolutions contained in the LLC Minutes were adopted at a duly called and conducted meeting of the sole member of the limited liability company Identified Guarantor, for which appropriate notice was given or waived and in compliance with the Georgia Limited Liability Company Act (GLLCA), the LLC Articles and the LLC Agreement of such Identified Guarantor, that the persons approving such resolutions were authorized to act for such member of such Identified Guarantor at such time, and that such resolutions were adopted by a vote of at least the number of affirmative votes required under the GLLCA, the LLC Articles and the LLC Agreement of such Identified Guarantor; and (v) the resolutions contained in the Minutes are the only resolutions of the Identified Guarantors that relate to the Transactions, and such resolutions have not been amended or rescinded. Form of Note and Guarantee Assumptions. For the purposes of the opinions expressed below, we also have assumed the following: (i) the Exchange Notes conform to the description of the Series B Notes in the Sixteenth Supplemental Indenture; (ii) the Guarantees conform to the form of Senior Guarantee described in Section 2.3 of the Base Indenture; and (iii) the Guarantees conform to the requirements of the 2015 Registration Rights Agreement, as defined in the Minutes. Based upon and subject to the assumptions, limitations, qualifications and exceptions contained in this letter, and in reliance on the certificates of public officials identified above as to the matters addressed therein, we are of the opinion that: 1. Each corporate Identified Guarantor has been duly incorporated and, based solely on the applicable Corporate Good Standing Certificate, is validly existing and is in compliance with the applicable filing and annual registration provisions of the GBCC, and has not filed articles of dissolution, a certificate of cancellation or any other similar documents with the Georgia Secretary of State. The limited liability company Identified Guarantor has been duly formed and, based solely on the applicable LLC Good Standing Certificate, is

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document September 28, 2005 Page 5 validly existing and is in compliance with the applicable filing and annual registration provisions of the GLLCA, and has not filed articles of dissolution, a certificate of cancellation or any other similar documents with the Georgia Secretary of State. 2. The Guarantees of the Identified Guarantors, and the execution and delivery thereof, have been duly authorized by all necessary corporate or limited liability company action, as applicable, by the Identified Guarantors. While certain members of this firm are admitted to practice in other jurisdictions, in this opinion letter we do not express any opinion covering any law other than the laws of the State of Georgia. This opinion is for your benefit in connection with the Transactions. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference of our firm in the Registration Statement under the heading Legal Matters. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the Securities and Exchange Commission. Except as otherwise provided in this paragraph, the opinions set forth in this letter may not be quoted or relied on by, nor copies delivered to, any other person or entity or used for any other purpose without our prior written consent.

Very truly yours,

/s/ Hunton & Williams LLP

Schedule A

A. Corporate Identified Guarantors

Date of Date of Certificate Name Certified Articles of Existence

Allied Waste Hauling of Georgia, Inc., a Georgia corporation 9-20-05 9-28-05 Allied Waste Industries of Georgia, Inc., a Georgia corporation 9-20-05 9-28-05 Golden Waste Disposal, Inc., a Georgia corporation 9-20-05 9-28-05 Price & Sons Recycling Company, a Georgia corporation 9-20-05 9-28-05 S&S Recycling, Inc., a Georgia corporation 9-20-05 9-28-05

B. Limited Liability Company Identified Guarantor

Date of Date of Certificate Name Certified Articles of Existence

Gateway Landfill, LLC, a Georgia limited liability company 9-20-05 9-28-05

Larry EchoHawk Paul C. EchoHawk Mark A. EchoHawk 151 N. 4th Avenue, Suite A Nathan R. Long P.O. Box 6119 Attorneys at law Pocatello, ID 83205-6119 Sally A. Beitia 208.478.1624 Monica Robison 208.478.1670 fax Paralegals www.echohawk.com

September 28, 2005

Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260

Re: Idaho Guarantors

Ladies and Gentlemen:

You requested an opinion regarding the corporate guarantees of three Idaho companies in connection with the proposed exchange by 1 Allied Waste North America, Inc. (Allied) of $600,000,000 in aggregate principal amount of its 7 /4% Senior Notes due 2015 issued under that certain Senior Indenture dated as of December 23, 1998 (the Base Indenture) among Allied, the guarantors named therein and U.S. Bank National Association (the Trustee) as amended and supplemented by the Sixteenth Supplemental Indenture dated as of March 9, 2005 (the Supplemental Indenture and with the Base Indenture, the 2015 Indenture), which are to be registered under The Securities Act of 1933 (the Securities Act) to be filed with the Securities and Exchange Commission (the Exchange Notes) and the guarantees of the 1 Notes due 2015 by the Guarantors (as defined below) (the Guarantees), for a like principal amount of Allieds outstanding 7 /4% Senior Notes due 2015 that were also issued under the 2015 Indenture and which have not been registered under the Securities Act. The three Idaho corporate guarantors are: (1) Ada County Development Company, Inc.; (2) American Sanitation, Inc.; and (3) PSI Waste Systems, Inc. These companies are referred to as the Guarantors. Capitalized terms used, but not defined herein, have the meaning ascribed to them in the Indenture.

Each of these Guarantors is a corporation organized under Idahos Business Corporation Act, Idaho Code Section 30-1-101, et seq. Based upon certificates from public officials, including the Idaho Secretary of State, we confirm that each of the Guarantors is validly existing and in good standing under the laws of the State of Idaho.

The guarantees of each of these Guarantors have been duly authorized by all necessary corporate action for the respective Guarantors, and when executed in accordance with the terms of the Indenture and upon due execution, authentication, and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, each of the corporate guarantees will be the legally valid and binding obligation of the respective Guarantor, enforceable against such Guarantor in accordance with its terms.

This opinion is for your benefit in connection with the transactions contemplated by the operative documents and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Companys registration statement on Form S-4 and to the reference of our firm under the heading Legal Matters.

Sincerely,

/s/ Nathan R. Long Nathan R. Long

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit X Sachnoff & Weaver, Ltd. 10 South Wacker Drive Chicago, Illinois 60606-7507 t 312.207.1000 f 312.207.6400 www.sachnoff.com

September 28, 2005 Allied Waste North America, Inc. 15880 North Greenway Hayden Loop Suite 100 Scottsdale, AZ 85260

Subsidiary Guarantee of 7 ¼% Series B Senior Notes issued by Allied Waste Re: North America, Inc.

Ladies and Gentlemen: We have acted as special Illinois counsel to certain subsidiaries of Allied Waste North America, Inc., a Delaware corporation (the Issuer) identified on Schedule 1 (each an Illinois Guarantor and collectively, the Illinois Guarantors) in connection with the proposed exchange by Issuer of up to $600,000,000 in aggregate principal amount of Issuers 7 ¼% Series B Senior Notes due 2015, (the Notes), which Notes have been unconditionally guaranteed by the Illinois Guarantors pursuant to a form of Guarantee (the Senior Guarantee), which are to be registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission, for a like principal amount of Issuers outstanding unregistered 7 ¼% Series A Senior Notes due 2015 (the Outstanding Notes) issued pursuant to the Indenture (defined below). The Notes, as guaranteed by the Senior Guarantees (collectively, the Securities) are to be issued pursuant to an Indenture, dated as of December 23, 1998, as amended, including pursuant to the Sixteenth Supplemental Indenture dated as of March 9, 2005 (as so amended, the Indenture), among Issuer, the guarantors named therein, and U.S. Bank National Association, as Trustee (the Trustee). Except as otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Indenture.

I. Matters Examined We have examined (a) the articles of incorporation or articles of organization, as applicable, of each Illinois Guarantor, as on file with the Secretary of State of Illinois; (b) the By-Laws or Operating Agreement, as applicable, of each Illinois Guarantor, as amended to date, certified by the applicable secretary, assistant secretary, or member; (c) the Indenture; (d) the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 2 global notes representing the Notes; (e) the form of Senior Guarantee attached to the Indenture; (f) resolutions adopted by the respective Boards of Directors or member, as the case may be, of each Illinois Guarantor authorizing the issuance of the Senior Guarantees and other matters related to the offering of the Securities; and (g) such other documents, certificates, legal opinions, corporate and limited liability company records, statutes and decisions as we deemed necessary or appropriate for the purposes of this opinion. The documents, agreements and instruments referred to in clauses (c), (d) and (e) above are referred to herein as the Transaction Documents.

II. Assumptions In rendering the opinions expressed below, we have assumed, with your permission and without independent verification, the following: (a) all signatures appearing in all documents are valid and genuine; (b) the documents shown to us are complete and no modifications exist to any of such documents which modifications were not shown to us; (c) the documents submitted to us as certified or photostatic copies of original documents conform to such original documents; (d) the originals of such certified or photostatic copies are authentic and complete; (e) the certificates given by public officials and governmental agencies have been properly given and are accurate, true and complete and all official public records are properly indexed and filed; (f) there has not been any mutual mistake of fact, fraud, duress or undue influence; (g) that each natural person has sufficient legal capacity to carry out his/her role in the transactions contemplated by the Transaction Documents; (h) that there are no arrangements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Transaction Documents; and (i) the conduct of the parties and of all persons acting on behalf of the parties has complied with all applicable fiduciary duties.

III. Opinions Based and relying upon the foregoing, and subject to the qualifications, exceptions, and limitations hereinafter set forth, we are of the opinion that: (a) Each Illinois Guarantor (other than Liberty Waste Services of Illinois, LLC (Liberty)) is a corporation validly existing and in good standing under the laws of the State of Illinois. Liberty is a limited liability company validly existing and in good standing under the laws of the State of Illinois. (b) Each Illinois Guarantor has duly authorized, by all necessary corporate or limited liability company action, the Senior Guaranty to which it is a party.

IV. Qualifications The foregoing opinions are limited and qualified as follows: (a) The law covered by this opinion is limited to the laws of the State of Illinois and we express no opinion with reference to the laws of any other jurisdiction. This opinion is rendered as of the date hereof and we undertake no duty to update this opinion for any reason, including changes in applicable law. (b) For purposes of the opinions in paragraph III (a), above, we have relied exclusively upon the certificates issued by the Secretary of State of the State of Illinois with respect to the opinions that the Illinois Guarantors are existing and in good standing under Illinois law. Our opinions are not intended to provide any conclusion or assurance beyond that conveyed by such certificates. (c) We have not reviewed and do not opine as to: (i) ERISA laws or (ii) Federal or state taxation, securities or blue sky laws, rules or regulations or any requirement these laws, rules or regulations would impose upon the transactions referred to in this opinion. (d) Our advice on each legal issue addressed in this letter represents our opinion as to how that issue would be resolved were it to be considered by the highest court of the jurisdiction upon whose law our opinion on that issue is based. The manner in which any particular issue would be treated in any actual court case would depend in part on facts and circumstances particular to the case. (e) This opinion is limited to the matters set forth herein. No opinion may be inferred or implied beyond the matters expressly contained herein. We furnish this opinion as

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 4 special counsel for the Illinois Guarantors solely for the purposes contemplated by the Transaction Documents. This opinion may be relied upon by Latham & Watluns, LLP in connection with the transactions contemplated by the Transaction Documents. We hereby consent to Issuer filing this opinion as an exhibit to Issuers Registration Statement on Form S-4 (Sec No: 333-126239) and to the reference of our firm under the heading Legal Matters. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours,

/s/ Sachnoff & Weaver, LTD. SACHNOFF & WEAVER, LTD.

WED/RH

Area Disposal, Inc., an Illinois corporation

Brickyard Disposal & Recycling, Inc., an Illinois corporation

Environmental Reclamation Company, an Illinois corporation

Fred Barbara Trucking Co., Inc., an Illinois corporation

Illinois Landfill, Inc., an Illinois corporation

Illinois Recycling Services, Inc., an Illinois corporation

Illinois Valley Recycling, Inc., an Illinois corporation

Ingrum Waste Disposal, Inc., an Illinois corporation

Kankakee Quarry, Inc., an Illinois corporation

LandComp Corporation, an Illinois corporation

Lee County Landfill, Inc., an Illinois corporation

Liberty Waste Services of Illinois, L.L.C., an Illinois limited liability company

Loop Recycling, Inc., an Illinois corporation

Loop Transfer, Incorporated, an Illinois corporation

Northlake Transfer, Inc., an Illinois corporation

RCS, Inc., an Illinois corporation

Roxana Landfill, Inc., an Illinois corporation

Saline County Landfill, Inc., an Illinois corporation

Shred All Recycling Systems, Inc., an Illinois corporation

Streator Area Landfill, Inc., an Illinois corporation

Suburban Transfer, Inc., an Illinois corporation

Suburban Warehouse, Inc., an Illinois corporation

Tri-State Recycling Services, Inc., an Illinois corporation

Upper Rock Island County Landfill, Inc., an Illinois corporation

Attorneys at Law

George M. Plews 1 Of Counsel: Sue A. Shadley 1346 North Delaware Street Christine C.H. Plews Peter M. Racher Indianapolis, Indiana 46202-2415 Mary Ann F. Saggese 9 Christopher J. Braun 1, 2 Telephone (317) 637-0700 F. Ronalds Walker 1, 3 Jeffrey D. Claflin Facsimile (317) 637-0710 Donald P. Bogard Frederick D. Emhardt P. Kevin Thompson Leonardo D. Robinson 3 53732 Generations Drive S. Curtis DeVoe South Bend, Indiana 46635-1539 John B. Bridge 4 Telephone (574) 273-1010 1 Registered Mediator Stephen A. Studer 3, 5 Facsimile (574) 271-2050 2 Also Admitted in the Jeffrey A. Townsend District of Columbia Jeffrey D. Featherstun www.psrb.com 3 Also Admitted in Illinois Donna C. Marron, Ph.D. 4 Also Admitted in New York John H. Lloyd, IV 1, 3 Senders E-mail: [email protected] 5 Also Admitted in Michigan John M. Ketcham 5 6 Also Admitted in Kentucky Alexandra S. Sylvia 6 7 Registered toPractice Brett E. Nelson 7 Before The U.S.Patent David L. Pippen And Trademark Office John D. Moriarty 8 Also Admitted in Oregon Tina M. Richards 8 9 Also Admitted In Virginia Karen B. Scheidler, CPCU Amy E. Romig 6 Jonathan P. Emenhiser Todd J. Janzen Jamie B. Dameron, LPG Gregory M. Gotwald Thao T. Nguyen

September 28, 2005 Allied Waste North America, Inc. 15880 North Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260 Ladies and Gentlemen: We have acted as special counsel to Allied Waste North America, Inc., a Delaware corporation (Allied), and to Allied Waste Industries of Northwest Indiana, Inc., an Indiana corporation (Northwest), DTC Management, Inc., an Indiana corporation (DTC), Wastehaul, Inc., an Indiana corporation (Wastehaul), Benton County Development Company, an Indiana partnership (Benton), Clinton County Landfill Partnership, an Indiana partnership (Clinton), County Line Landfill Partnership, an Indiana partnership (County), Illiana Disposal Partnership, an Indiana partnership (Illiana), Key Waste Indiana Partnership, an Indiana partnership (Key), Lake County C&D Development Partnership, an Indiana partnership (Lake), Newton County Landfill Partnership, an Indiana partnership (Newton), Springfield Environmental General Partnership, an Indiana partnership (Springfield), Tippecanoe County Waste Services Partnership, an Indiana partnership (Tippecanoe) and Warrick County Development Company, an Indiana partnership (Warrick), (each a Guarantor and collectively, the Guarantors, and, together with Allied, collectively, the Companies), in connection with the proposed exchange by 1 Allied of $600,000,000 in aggregate principal amount of its 7 /4% Senior Notes due 2015 issued under that certain Senior Indenture dated as of December 23, 1998 (the Base Indenture) among Allied, the Guarantors named therein and the U.S. Bank National Association (the Trustee) as amended and supplemented by the Sixteenth Supplemental Indenture dated as of March 9, 2005 (the Supplemental Indenture and with the Base Indenture , the Indenture), which are to be registered

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste Industries North America, Inc. September 28, 2005 Page 2 under The Securities Act of 1933 (the Securities Act) to be filed with the Securities and Exchange Commission (the Notes due 2015) and 1 the guarantees of the Notes due 2015 by the Guarantors (the Guarantees), for a like principal amount of Allieds outstanding 7 /4 % Senior Notes due 2015 that were also issued under the Indenture and which have not been registered under the Securities Act. Unless otherwise defined herein or the context otherwise requires, the capitalized terms appearing in this letter shall have the meanings ascribed to them in the Notes due 2015. Our representation of the Companies has been limited exclusively to advising with respect to the authorization, execution and delivery of the Notes due 2015, the Guarantees and the other documents referred to herein to which the Companies are parties. For purposes of this opinion, we have examined, among other things, the following agreements, instruments and documents of even date herewith, hereinafter referred to as the Documents: (a) a copy of the Notes due 2015 ; (b) Minutes of the Board of Directors of the Corporate Guarantors Listed on Exhibit A, dated March 4, 2005; Minutes of the Partnership Governing Bodies of the Partnership and Limited Partnership Guarantors Listed on Exhibit A, dated (c) March 4, 2005; (d) the Guarantees; and (e) the Indenture. In addition to the foregoing, we have examined the original or certified, conformed or photostatic copies of (i) the Articles of Incorporation of each of Northwest, DTC and Wastehaul, as amended to date, (ii) qualifications to do business and certificates of good standing with respect to Northwest, DTC and Wastehaul in Indiana, (iii) By-Laws of Northwest, DTC and Wastehaul, as amended to date, and (iv) the Partnership Agreement of each of Benton, Clinton, County, Illiana, Key, Lake, Newton, Springfield, Tippecanoe, and Warrick, as amended, as the case may be. We have not, except as specifically identified above, made any independent review or investigation of factual or other matters, including the organization, existence, good standing, assets, business or affairs of the Companies. In our examination of the Documents and the aforesaid certificates, records, documents and agreements, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). In rendering the following opinions we have relied as to the factual matters, without independent investigation, upon the representations, warranties and certifications made by the Companies in or pursuant to the Documents and upon the officers certificates identified above. This opinion is given, and all statements herein are made, in

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste Industries North America, Inc. September 28, 2005 Page 3 the context of the foregoing. As used in this opinion letter, the phrase to our knowledge means the actual knowledge (that is, the conscious awareness of facts or other information) of lawyers in the firm who have given substantive legal attention to representation of the Companies in connection with the Documents. For purposes of this opinion letter, we have assumed that (i) each party to the Documents has all requisite power and authority under all applicable laws, regulations and governing documents to execute, deliver and perform its obligations under the Documents (other than the Guarantors), (ii) each party to the Documents has, duly authorized, executed and delivered the Documents to which it is a party, except to the extent that we express opinions in paragraphs 1 and 2 below regarding the authorization of the Documents by the Guarantors, (iii) each party to the Documents is, validly existing and in good standing in all necessary jurisdictions (other than the Guarantors) , (iv) the Documents constitute valid and binding obligations of each party thereto (other than the Guarantors), enforceable against each of them in accordance with their respective terms and (v) there has been no material mutual mistake of fact or misunderstanding or fraud, duress or undue influence, in connection with the negotiation, execution or delivery of the Documents. With respect to the power and authority of Allied and with respect to the due authorization, execution and delivery of the Documents by Allied, we have relied, with your permission, upon the opinions of Messrs. Latham & Watkins. This opinion letter is based as to matters of law (collectively, Applicable Laws) solely on applicable provisions of the Indiana Business Corporation Law and the Indiana Uniform Partnership Act, as amended. Based on the foregoing and subject to the assumptions and qualifications set forth below, it is our opinion that: Each of the Guarantors is a corporation or general partnership, as applicable, under the Indiana Business Corporation Law or the Indiana Uniform Partnership Act, as applicable. Based on certificates from public officials, we confirm that each of the corporation 1. Guarantors is validly existing and in good standing under the laws of the State of Indiana. Based on certificates from general partners, we confirm that each of the partnership Guarantors is validly existing under the laws of the State of Indiana. The Guarantees of each of the Guarantors have been duly authorized by all necessary corporate or partnership action of each respective Guarantor, and when executed in accordance with the terms of the Indenture and upon due execution, authentication and 2. delivery of the Exchange Notes due 2015 against the due tender and delivery to the Trustee of the Outstanding Notes due 2015 in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes due 2015, each of the Guarantees will be the legally valid and binding obligation of the respective Guarantor, enforceable against such Guarantor in accordance with its terms.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste Industries North America, Inc. September 28, 2005 Page 4 The opinions set forth herein concerning the validity, binding effect and enforceability of a particular agreement means that (i) such agreement constitutes an effective contract under applicable law, (ii) such agreement is neither invalid in its entirety because of a specific statutory prohibition or public policy nor is it subject in its entirety to a contractual defense and (iii) subject to the last sentence of this paragraph, a remedy is available upon a material default under such agreement. This opinion does not mean that (i) any particular remedy is available upon a material default or (ii) every provision of such agreement will be upheld or enforced in any or each circumstance by a court. The opinions set forth herein are further qualified to the extent that the validity, binding effect or enforceability of any provision of any of the Documents, or any rights granted pursuant to the Documents, or obligations incurred thereunder, may be subject to and affected by: (i) applicable bankruptcy, receivership, rehabilitation, insolvency, reorganization, moratorium, or other laws affecting the enforcement of the rights and remedies of creditors generally (including, without limitation, such laws as may deny giving effect to waivers of rights of debtors or guarantors and imposition of penalties); and such duties and standards as are, or may be, imposed on creditors, including without limitation, materiality, good faith, reasonableness and fair dealing, under any other applicable law or judicial decision; (ii) general principles of equity (regardless of whether such principals are considered in a proceeding in equity or at law) and the exercise of equitable powers by a court of competent jurisdiction (and no opinion is expressed herein as to any specific or equitable relief of any kind or as to the availability of equitable remedies); and (iii) applicable state and federal laws relating to fraudulent conveyances. In addition, we express no opinion as to the validity, binding effect or enforceability of (i) provisions to the effect that failure to exercise, or delay in exercising, rights or remedies will not operate as a waiver of any such right or remedy or (ii) disclaimers, liability limitations with respect to third parties, releases, legal or equitable discharge of defenses, liquidated damages provisions, provisions purporting to waive the benefit of statutory or common law rights, or provisions releasing a party from, or indemnifying a party against, liability for its own wrongful or negligent acts. The opinions rendered herein are being delivered solely to you for your sole benefit in connection with the Documents and may only be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to Allieds registration statement on Form S-4 and to the reference of our firm under the heading Legal Matters. This opinion relates solely to matters existing as of the date hereof and we disclaim any obligation to update this opinion for events occurring after such date. Very truly yours,

/s/ Plews Shadley Racher & Braun

FISHER, EHRHART, McCRIGHT & TURNER ATTORNEYS AT LAW 425 SECOND STREET S.E. SUITE 1010 CEDAR RAPIDS, IA 52401 (319) 366-7795 FAX (319) 366-4551

AN ASSOCIATION OF SOLE PRACTITIONERS OTHER OFFICES: MAIN STREET FRED C. FISHER, 1877 1954 COGGON, IOWA FRED C. FISHER, JR., 1909 2000 JOHN H. EHRHART [email protected] JON M. McCRIGHT [email protected] MITCHELL E. TURNER [email protected] GUY P. BOOTH [email protected] E. DANIEL OBRIEN DO[email protected] GARY J. SHEA [email protected]

September 28, 2005 Allied Waste North America, Inc. 15880 North Greenway Hayden Loop Suite 100 Scottsdale, AZ 85260

Ladies and Gentlemen: You have requested our opinion with respect to the matters set forth below. In forming this opinion I have reviewed several documents which include: Global Note, Senior Indenture (specifically Exhibit 4.1), Exhibit 1.01, Minutes of the LLCs governing bodies of the limited liability company guarantors dated September 20, 2005, Operating Agreement of Allied Waste Transfer Services of Iowa, LLC executed April 19, 2005, Amended and Restated Bylaws of Jetter Disposal, Inc., dated June 1, 2001, Minutes of the Board of Directors Meeting held by Jetter, Inc., dated September 26, 2005, Consent to Action Taken signed by Allied Waste North America, Inc., member Allied Waste Transfer Services of Iowa, LLC, and Supplemental Indenture to the Sixteenth Supplemental Indenture dated September 20, 2005. Based upon the information reviewed and limited thereto, I have the following opinion as local counsel to Allied Waste Transfer Services of Iowa, LLC and Jetter Disposal, Inc., (hereinafter referred to collectively, as Guarantors) in connection with the proposed exchange by 1 Allied Waste North America, Inc. (Allied) of $600,000,000 in aggregate principal amount of its 7 /4% Senior Notes due 2015 issued under that certain Senior Indenture dated as of December 23, 1998 (the Base Indenture) among Allied, the guarantors named therein and the U.S. Bank National Association (the Trustee) as amended and supplemented by the Sixteenth Supplemental Indenture dated as of March 9, 2005 (the Supplemental Indenture and with the Base Indenture , the 2015 Indenture), which are to be registered under The Securities Act of 1933 (the Securities Act) to be filed with the Securities and Exchange Commission (the Exchange Notes) and the guarantees of the Notes due 2015 by the Guarantors (the Guarantees), for a

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1 like principal amount of Allieds outstanding 7 /4 % Senior Notes due 2015 that were also issued under the 2015 Indenture and which have not been registered under the Securities Act: : Each of the Guarantors is a corporation (Jetter Disposal, Inc.) or a limited liability company (Allied Waste Transfer Services of Iowa, LLC) as applicable, under the applicable Iowa corporation laws, specifically Chapter 490 of the Code of Iowa, as amended, 2005; and 1. the applicable Iowa limited liability company laws, specifically Chapter 490A, Code of Iowa. Based on certificates from public officials here in the state of Iowa, I confirm that each of the Guarantors above listed is validly existing and in good standing under the laws of the State of Iowa. The Guarantees of each of the Guarantors have been duly authorized by all necessary corporate or limited liability company action of each respective guarantor, and when executed in accordance with the terms of the indenture and upon due execution, authentication and deliver of the Exchange Notes against the due tender and delivery to the trustee of the outstanding notes in an aggregate principal 2. amount equal to the aggregate principal amount of the Exchange Notes, each of the Guarantees will be the legally valid and binding obligation of the respective Guarantor and enforcible against such Guarantor in accordance with its terms based upon the information that I have reviewed above. This opinion is for your benefit in connection with a transaction contemplated by the operative documents and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Federal Security Laws. We consent to your filing this opinion as an exhibit to the companys registration statement on Form S-4 and to the reference of our firm under the heading Legal Matters. Sincerely,

/s/ Jon M. McCright JMM/rm

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260

Allied Waste North America, Inc. (the Company) Re: Registration Statement on Form S-4

Ladies and Gentlemen: We have acted as special Kansas and Missouri counsel to the Companys Restricted Subsidiaries incorporated in Kansas and Missouri that are listed on Exhibit A attached hereto (the Specified Guarantors) in connection with the Companys Registration Statement on Form S-4 (the Registration Statement) filed with respect to the Exchange Notes (as defined below). Unless otherwise defined in this opinion letter, all capitalized terms used herein shall have the meanings assigned to them in that certain Senior Indenture dated as of December 23, 1998 (the Indenture) among the Company, as Issuer, the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee. In rendering the opinions contained in this opinion letter, we have examined and relied upon such records, documents, instruments, certificates of public officials and certificates of officers of the Company and Specified Guarantors, and questions of law, as we have deemed appropriate, including without limitation: The Registration Statement filed by the Company with respect to its offer under the Registration Rights Agreement to exchange A. $600,000,000 principal amount of the Companys 7 1/4% Series B Senior Notes due 2015 (the Exchange Notes) for any and all of the Companys outstanding 7 1/4% Series B Senior Notes due 2015 (the Outstanding Notes). B. Copy of the Indenture as filed by the Company with the Commission as Exhibit 4.1 to the Registration Statement.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document September 28, 2005 Page 2 Copy of that certain Sixteenth Supplemental Indenture dated March 9, 2005 (the Sixteenth Supplemental Indenture) among C. the Company, Allied Waste Industries, Inc., each of the other Guarantors signatory thereto and the Trustee, as filed by the Company as Exhibit 4.17 to the Registration Statement. Copy of that certain Supplemental Indenture to the Sixteenth Supplemental Indenture dated September 20, 2005 (the D. Supplemental Guarantee) among the Company, the Guarantors signatory thereto and the Trustee. Copies of the Articles of Incorporation, Certificate of Incorporation or Articles of Organization, as applicable, of each of the E. Specified Guarantors, certified as of a recent date by the Secretary of State of its jurisdiction of organization. F. Copies of the Bylaws or Operating Agreement, as applicable, of each of the Specified Guarantors, certified by its Secretary. Copies of resolutions adopted by the Board of Directors or other governing body of members or managers of each of the G. Specified Guarantors approving the Sixteenth Supplemental Indenture and the Supplemental Guarantee, certified by the Secretary of such Specified Guarantor. Certificates of Good Standing issued by the Secretary of State of each Specified Guarantors jurisdiction of organization with H. respect to the good standing of such Specified Guarantor in such jurisdiction. As to matters of fact, we have relied, to the extent we deem proper, upon the representations of the Company and the Specified Guarantors set forth in the Registration Statement, the Indenture, the Sixteenth Supplemental Indenture and the Supplemental Guarantee, and upon certificates of officers, members or managers, as applicable, of the Company and the Specified Guarantors. We express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the States of Kansas and Missouri. We have assumed due authorization, execution and delivery of the Indenture, the Sixteenth Supplemental Indenture, the Supplemental Guarantee, the Outstanding Notes, the Exchange Notes and the other agreements and documents referred to in this opinion by, and the enforceability of the Indenture, the Sixteenth Supplemental Indenture, the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document September 28, 2005 Page 3 Supplemental Guarantee, the Outstanding Notes, the Exchange Notes and such other agreements and documents against, all parties thereto other than the Specified Guarantors. We have also assumed the correctness of all statements of fact contained in all agreements, certificates and other documents examined by us; the correctness of all statements of fact made in response to our inquiries by officers and other representatives of the Company and the Specified Guarantors and by public officials; the legal capacity of all natural persons; the genuineness of all signatures on all agreements and other documents examined by us; the authenticity of all documents submitted to us as originals; and the conformity to authentic original documents of all documents submitted to us as copies. Based upon, and subject to, the foregoing, we are of the opinion that: 1. Each of the Specified Guarantors is validly existing as a corporation or limited liability company, as applicable, under the general corporation law or limited liability company act, as applicable, of its jurisdiction of organization. Based on certificates from public officials, we confirm that each of the Specified Guarantors is in good standing under the laws of its jurisdiction of organization. 2. The Sixteenth Supplemental Indenture and the Supplemental Guarantee have been duly authorized by all necessary corporate or limited liability company action, as applicable, of each Specified Guarantor. This opinion letter is being furnished to the Company for its use in connection with the Registration Statement. We consent to your filing this opinion as an exhibit to the registration statement containing the Registration Statement and to the reference to our firm contained under the heading Legal Matters in the Registration Statement. We express no opinions other than as herein expressly set forth, and no expansion of our opinions may be made by implication or otherwise. We do not undertake to advise you of any matter within the scope of this letter which comes to our attention after the delivery of this letter, and we disclaim any responsibility to advise you of future changes in law or fact which may affect the above opinions. Very truly yours, /s/ LATHROP & GAGE L.C.

Attachment

American Disposal Services of Kansas, Inc. Kansas Resource Recovery, Inc. Kansas Sunset Disposal, Inc. Kansas

Autoshred, Inc. Missouri Belleville Landfill, Inc. Missouri Missouri City Landfill, LLC Missouri Rock Road Industries, Inc. Missouri Southwest Regional Landfill, Inc. Missouri St. Joseph Landfill, LLC Missouri Tates Transfer Systems, Inc. Missouri Thomas Disposal Service, Inc. Missouri

EXHIBIT A TO OPINION OF LATHROP & GAGE L.C.

250 West Main Street Suite 2300 Lexington, KY 40507-1758 [859] 226-2300 [859] 253-9144 FAX www.stites.com

September 28, 2005 Allied Waste North America, Inc. 15880 North Greenway Hayden Loop Suite 100 Scottsdale, AZ 85260

Re: $600,000,000 of 7.25% Series B Senior Notes Due 2015

Ladies and Gentlemen: We have acted as special Kentucky counsel for Blue Ridge Landfill General Partnership, Green Valley Landfill General Partnership, Morehead Landfill General Partnership (also known as Moorhead Landfill General Partnership) and Benson Valley Landfill General Partnership, all Kentucky general partnerships (collectively, the Kentucky Guarantors), in connection with their guarantees of up to $600,000,000 aggregate principal amount of 7.25% Series B Senior Notes Due 2015 (the Exchange Notes) to be issued by Allied Waste North America, Inc., a Delaware corporation (the Company) that is the direct or indirect parent of the Kentucky Guarantors. The Exchange Notes are being issued under an Indenture dated as of December 23, 1998 (the Base Indenture) among the Company, the Guarantors named therein and U.S. Bank National Association, as trustee (the Trustee), as amended and supplemented by the Sixteenth Supplemental Indenture dated as of March 9, 2005 (the 16th Supplemental Indenture) and the Supplemental Indenture to the 16th Supplemental Indenture dated as of September 20, 2005 (the September Indenture and together with the Base Indenture and 16th Supplemental Indenture, the Indenture) between the Company, the Guarantors and Trustee. The Exchange Notes and related Senior Guarantee will be registered under a Registration Statement on Form S-4 (the Registration Statement) filed by the Company with the United States Securities and Exchange Commission. Capitalized terms used but not defined in this opinion have the meanings given to them in the Indenture. For purposes of this opinion, we have examined the Indenture and the form of Senior Guarantee included on the Exchange Notes (the Senior Guarantee) and originals or copies, certified or otherwise identified to our satisfaction, of such instruments, certificates and documents and partnership and other records as we have deemed necessary or appropriate as a basis for the opinions expressed below. As to various questions of fact material to our opinion, we have relied upon the representations made in the Indenture and other representations and certifications of fact from the Kentucky Guarantors and other sources. In addition, we have

Alexandria, VA Atlanta, GA Frankfort, KY Jeffersonville, IN Lexington, KY Louisville, KY Nashville, TN Washington, DC

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. Page 2 September 28, 2005 made such investigations of law as we have deemed necessary or appropriate for purposes of this opinion. Based upon and in reliance upon the foregoing and subject to the assumptions, qualifications and limitations set forth below, we are of the opinion that: Each of the Kentucky Guarantors is a general partnership under the Uniform Partnership Act of Kentucky. Based on a certificate from the Majority-in-Interest Partner (as such term is defined in the Kentucky Guarantors partnership agreements), each of the 1. Kentucky Guarantors is validly existing and in good standing as a general partnership under the laws of the Commonwealth of Kentucky. The execution, delivery and performance of the Senior Guarantee by the Kentucky Guarantors have been duly authorized by all necessary partnership action on the part of the Kentucky Guarantors. When the Registration Statement has become effective under the Securities Act and the Senior Guarantee of the Kentucky Guarantors is executed in accordance with the terms of the Indenture 2. and upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of Series A Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, the Senior Guarantee will be the legally valid and binding obligation of each of the Kentucky Guarantors, enforceable against each of the Kentucky Guarantors in accordance with its terms. The foregoing opinions are limited by and subject to the following assumptions, qualifications and limitations: (a) We have assumed without investigation the authenticity and completeness of any document or other instrument submitted to us as an original, the conformity to the original of any document or other instrument submitted to us as a copy, and the genuineness of all signatures on such originals or copies. We have further assumed without investigation that all natural persons who signed documents examined by us had sufficient legal capacity to contract at the time they signed such documents. (b) We have assumed without investigation: (i) parties other than the Kentucky Guarantors have the requisite power and authority (corporate and otherwise) to enter into the Exchange Notes, Senior Guarantee, Indenture and other agreements examined by us and to perform their obligations under them; (ii) the due execution and delivery of the Exchange Notes, Senior Guarantee, Indenture and other agreements by parties other than the Kentucky

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. Page 3 September 28, 2005 Guarantors; (iii) the binding effect and enforceability of the Exchange Notes, Senior Guarantee, Indenture and other agreements against parties other than the Kentucky Guarantors; (iv) the receipt or making of any consent, approval, order or authorization of, or effectiveness of any registration or filing with, any third party or governmental body that is required to be received or made by any party in connection with the execution and delivery of the Exchange Notes, Senior Guarantee, Indenture or the consummation of the transactions contemplated thereby, including without limitation the Registration Statement; and (v) neither the execution, delivery nor performance of the Senior Guarantee by the Kentucky Guarantors breaches, violates, conflicts with or constitutes a default under any indenture (excluding for purposes of this clause (v) the Indenture), agreement, contract or obligation of the Kentucky Guarantors. (c) We have assumed that Morehead Landfill General Partnership and Moorhead Landfill General Partnership are one and the same general partnership. (d) The enforceability of the obligations of the Kentucky Guarantors under the Senior Guarantee and the availability of certain rights and remedial provisions provided therein may be limited by applicable bankruptcy, insolvency, liquidation, conservatorship, reorganization, moratorium, fraudulent conveyance or other federal or state laws (including, but not limited to, the Constitution of the United States of America and the Kentucky Constitution) affecting the enforceability of rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) which may limit the availability of certain equitable remedies (such as specific performance) in certain instances. (e) Our opinions are based solely on the laws of the Commonwealth of Kentucky and the federal laws of the United States of America. We express no opinions as to the laws of any other jurisdiction and nothing contained in our opinion should be construed otherwise. In particular and without limiting the generality of the foregoing, we note that we are not opining under the laws of the State of New York, which is the express choice of governing law for the Senior Guarantee. We express no opinion as to the legality, validity, binding effect or enforceability of the Senior Guarantee under the laws of New York and instead we have assumed that the Senior Guarantee is legal, valid, binding and enforceable under the laws of New York. (f) This opinion relates solely to matters existing as of the date hereof, and we disclaim any obligation to update this opinion for events occurring after this date. (g) This opinion is for your benefit in connection with the transactions contemplated by the Exchange Notes and related documents and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Companys Registration Statement on Form S-4 and to the reference to our firm under the heading Legal Matters.

Very truly yours,

STITES & HARBISON, PLLC

By: /s/ Kenneth R. Sagan Kenneth R. Sagan, a Member

KRS:je

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260

March 9, 2005 Sixteenth Supplemental Indenture (the Sixteenth Supplemental Indenture) among Allied Waste North America, Re: Inc., Allied Waste Industries, Inc., the Guarantors Signatory Thereto, and U.S. Bank National Association, as Trustee (the Trustee)

Gentlemen: We have acted as counsel for Frontier Waste Services of Louisiana L.L.C., a Louisiana limited liability company (Frontier), in connection with the Sixteenth Supplemental Indenture. We have not acted as counsel to any other parties in connection with the Sixteenth Supplemental Indenture. All capitalized terms not otherwise defined herein shall have the meanings provided in the Sixteenth Supplemental Indenture. In that connection, we have examined: 1. an unsigned copy of the Sixteenth Supplemental Indenture as filed on EDGAR; 2. photocopies of two executed but undated Senior Guarantees (collectively, the Frontier Guarantee); Article 15 of the December 23, 1998 Senior Indenture among Allied Waste North America, Inc., the guarantors signatory thereto, and 3. the Trustee (the Indenture) as filed on EDGAR; a certified copy of the minutes of the LLC Governing Bodies of the Limited Liability Company Guarantors of the Sixteenth 4. Supplemental Indenture, including Frontier, dated March 4, 2005;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 2 5. a certificate of existence for Frontier obtained from the Louisiana Secretary of State and dated as of September 22, 2005; 6. Frontiers articles of organization as filed with the Louisiana Secretary of State; and 7. Frontiers operating agreement dated as of May 17, 2001, as certified by Frontiers secretary. The documents listed above shall be referred to collectively as the Examined Documents. As to questions of material fact to the opinion rendered herein, we have, when relevant facts were not independently established by us, relied upon certificates of public officials and of Frontiers officers. In rendering this opinion, we have assumed, without independently verifying such assumptions: (i) the genuineness of all signatures (including Frontiers signatures) on all of the documents examined by us; (ii) the legal capacity of each signing party who is a natural person; (iii) that Steven Helm was vice-president of Frontier when he executed the Frontier Guarantee; (iv) the authenticity of all documents furnished to us for our examination as originals or the conformity of copies of all such documents to the originals thereof; (v) the due authorization, execution and delivery of the Sixteenth Supplemental Indenture by all parties thereto other than Frontier and that each of such other parties has full power and authority to execute, deliver and perform its obligations thereunder; (vi) that the Senior Guarantee will be endorsed to the Exchange Notes upon their issuance; (vii) the enforceability of the Sixteenth Supplemental Indenture and the Indenture, (viii) the enforceability of the Exchange Notes; (ix) the accuracy and completeness of all limited liability company documents and records made available to us by Frontier; and (x) that there are no other agreements or understandings among the parties to the Sixteenth Supplemental Indenture, written or oral, and there is no usage of trade or course of prior dealing among the parties thereto, that would, in any case, define, supplement, alter or qualify the terms of the Sixteenth Supplemental Indenture or the Frontier Guarantee. Based on the foregoing, we are of the opinion that: 1. Frontier is a limited liability company organized under the Louisiana limited liability company (La. R.S. 12:1301 et seq.). Based only upon certificates from public officials, Frontier was validly existing under the laws of the State of Louisiana on September 22, 2005. 2. The Frontier Guarantee has been duly authorized by all necessary limited liability company action of Frontier and when executed and delivered in accordance with the terms of the Sixteenth Supplemental Indenture and upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 3 Frontier Guarantee will be the legally valid and binding obligation of Frontier, enforceable against Frontier in accordance with its terms with respect to the Exchange Notes. The opinions expressed above are further subject to the specific exceptions and qualifications enumerated below: (A) The enforceability of the Frontier Guarantee is subject to (i) applicable bankruptcy, insolvency, moratorium or similar laws affecting generally the enforcement of creditors rights; and (ii) general principles of equity including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, which may limit the validity of certain provisions and the availability of certain remedies, such as self-help, injunctive relief and specific performance. (B) Without limiting paragraph (A) above, we specifically note our assumption that Frontier has obtained adequate consideration in exchange for its execution, delivery and performance of the Frontier Guarantee and note that, if Frontier did not receive such adequate consideration, the Frontier Guarantee could be unenforceable as a fraudulent conveyance under the United States Bankruptcy Code and under analogous provisions of the Louisiana Civil Code. (C) We note that the Frontier Guarantee is described as a Senior Guarantee provided on a senior basis. We express no opinion as to the effect, if any, of such designation or the priority of the rights held by the holders of the Exchange Notes against Frontier relative to the priority of claims held by Frontiers other creditors. (D) The obligations of Frontier under the Frontier Guarantee are those of a guarantor, and, unless such obligations are contemporaneously therewith reaffirmed, any renewal, extension or material modification of the primary obligors obligations to the Trustee may extinguish the guarantors obligations to the Trustee. We further advise you that under the provisions of La. Civ. Code arts. 3058, et seq., a suretyship (guaranty) (i) is extinguished upon extinction of the principal obligation for which it is given, (ii) is terminated upon notice by the surety to the creditor (except that any such termination would not affect the suretys liability for obligations incurred by the principal obligor, or obligations that the creditor is bound to permit the principal obligor to incur, at the time the notice is received), and (iii) may be extinguished, to the extent the surety is prejudiced by the action, by a modification or amendment of the principal obligation, or the impairment of security held for the guaranteed obligations by the creditor in any material manner and without the consent of the surety. Further, under certain provisions of the Louisiana Civil Code (including, without limitation, articles 1803 and 1892 thereof), a remission of debt, transaction or compromise with one solidary obligor may have the effect of releasing the other solidary obligors for all or a portion of the amount involved. We express no opinion whatsoever with respect to any provisions of the Frontier Guarantee which are in conflict with or which purport to vary these provisions of law.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 4 (E) We express no opinion as to the effect of any inconsistencies and conflicts between the Frontier Guarantee and Article 15 of the Indenture. (F) We express no opinion as to the validity, performance and enforceability under applicable law of the following provisions in the Frontier Guarantee: (i) provisions stating that the Frontier Guarantee is not affected by the unenforceability of the Exchange Notes for any reason; (ii) requirements that the Frontier Guarantee may be amended or waived only in the event of an agreement in writing signed by the Trustee, including provisions authorizing the delay or failure to exercise a right without waiving such right; (iii) irrevocable appointments of a party as the agent or attorney-in-fact of another party and any power of attorney attempted to be granted to such party; (iv) provisions purporting to establish that funds or other property will be held by a party in trust for another party; (v) waivers of jury trial, consents to jurisdiction, venue and service, waivers of claims, counterclaims, defenses or damages not now known or presently in existence, or global waivers of rights and remedies afforded by law; (vi) provisions relating to the severability of agreements; (vii) provisions relieving a party from liability even in the event of such partys own negligence, gross fault or intentional acts; (viii) any provision that purports to preclude the right of a party to assert defenses with respect to its obligations or covenants in judicial proceedings; provided that this exception does not imply that such defenses will be successful or that waivers of rights by such parties not covered by other exceptions in this opinion are unenforceable; (ix) provisions for the continuation, reinstatement or revival of the Frontier Guarantee or portions thereof and obligations thereunder or the restoration of obligations or liens thereunder after their termination, release or performance or after judicial proceedings pertaining thereto are abandoned or determined adversely; and (x) the ability to recover attorneys fees to the extent that a court should determine that such attorneys fees are not reasonable in amount. (G) We express no opinion with respect to any federal or state securities laws. We are admitted to practice in the State of Louisiana, and we express no opinions as to matters under or involving laws of any jurisdictions other than the State of Louisiana and the United States of America. We note that the Frontier Guarantee includes a New York choice of law, and we express no opinion as to the enforceability of the Frontier Guarantee under New York law. The opinions set forth above are rendered as of the date of this letter, and we undertake no obligation, and hereby disclaim any obligation, to update or supplement this opinion with respect to subsequent changes in the law or the facts presently in effect that would alter the scope or substance of the opinions herein expressed. This letter expresses our legal opinion as to the foregoing matters based upon our professional judgment at this time; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such maters would not rule in a manner contrary to the opinions set forth above. This opinion letter is for your benefit in connection with the transactions contemplated by the Sixteenth Supplemental Indenture and may only be relied upon

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 5 by you and by persons entitled to rely upon it pursuant to the applicable provision of the federal securities laws. We consent to your filing this opinion as an exhibit to the Companys registration statement on Form S-4 and the reference to of our firm under the heading Legal Matters. Yours very truly, /s/ JONES, WALKER, WAECHTER, POITEVENT, CARRÈRE & DENÈGRE, L.L.P.

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260 Ladies and Gentlemen: We have acted as special Massachusetts counsel for the Opinion Entities (as listed and defined in Annex I hereto) in connection with the registration by Allied Waste North America, Inc. (the Issuer) of $600,000,000 in aggregate principal amount of its 7 1/4% Series B Senior Notes due 2015 (the Exchange Notes), and the Subsidiary Guarantees (as defined below) of the Exchange Note by the Opinion Entities, under the Securities Act of 1933, as amended (the Act), on Form S-4 (Reg. No. 333-126239) filed with the Securities and Exchange Commission (the Commission) on June 29, 2005, as amended to date (the Registration Statement). We understand that the Exchange Notes and the related Subsidiary Guarantees will be issued pursuant to the Sixteenth Supplemental Indenture dated as of March 9, 2005 (the Supplemental Indenture) to the Senior Indenture dated as of December 23, 1998, among the Issuer, the guarantors named therein, and U.S. Bank Trust National Association, as trustee (the Base Indenture; the Base Indenture, together with the Supplemental Indenture, the Indenture; the Indenture, together with the Exchange Notes and the Subsidiary Guarantees, the Transaction Documents), and that the Exchange Notes and the Subsidiary Guarantees will be issued in exchange for the Issuers outstanding 7 1/4% Series A Senior Notes due 2015 on the terms set forth in the prospectus contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto. We further understand that the due and punctual payment of the principal of, premium, if any, and interest due on the Exchange Notes will be guaranteed by the Opinion Entities pursuant to a guarantee appended to the Exchange Notes in form identical to the guarantee appended to the 7 1/4% Series A Senior Notes due 2015 referred to in paragraph (a) below (such guarantees of the Exchange Notes being referred to in this opinion as the Subsidiary Guarantees). Capitalized terms used but not otherwise defined herein (including Annex I hereto) shall have the meanings set forth in the Supplemental Indenture.

Seaport World Trade Center West / 155 Seaport Blvd. / Boston, MA 02210-2600 / TEL: 617.832.1000 / FAX: 617.832.7000 Foley Hoag LLP BOSTON WASHINGTON, DC www.foleyhoag.com

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North American, Inc. September 28, 2005 Page 2 Our involvement in the transactions described above has been limited solely to reviewing the Indenture and the other documents referred to paragraph (a) below and to providing the opinions set forth below. We have not participated in the preparation of the Registration Statement or any related prospectus or document or in the negotiation of the transactions contemplated by the Registration Statement or the Transaction Documents or any related document, and, except as expressly provided herein, we have performed no investigation or diligence in connection with the factual matters underlying this opinion. Without limiting the generality of the foregoing, we have not reviewed any supplemental indenture or other supplement, amendment, waiver or modification (other than the Supplemental Indenture) to the Base Indenture, including, but not limited to, any of the fifteen supplemental indentures that we understand preceded the Supplemental Indenture. In rendering the opinions expressed herein, we have examined the following documents (and only the following documents): copies of the executed Base Indenture, the executed Supplemental Indenture and the two executed 7 1/4% Series A Senior Notes due (a) 2015 originally issued in the respective principal amounts of $500,000,000 and $99,415,000; copies of the charter and constitutive documents for the Opinion Entities listed on Annex II attached hereto, each as certified to us (b) under the Secretarys Certificate (as defined below); resolutions of the board of directors or sole member, as applicable, of each Opinion Entity, adopted on March 4, 2005, as certified to (c) us under the Secretarys Certificate; and (d) the certificates listed on Annex III attached hereto as to the legal existence and good standing of each Opinion Entity.

We have also examined and relied upon one or more certificates dated September 27, 2005 of the secretary or other comparable officer of each Opinion Entity (collectively, the Secretarys Certificate) certifying the documents and resolutions referenced in paragraphs (b) and (c) above and addressing certain related matters. As to matters of fact material to our opinions, we have relied, without independent verification, on representations and certifications made in the Secretarys Certificate and in the Transaction Documents. In rendering the opinions expressed in paragraph 1 below, we have relied solely upon the certificates described in paragraph (d) above, and such opinions are expressed as of the respective dates of such certificates. We express no opinion herein as to the tax good standing of any Opinion Entity.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North American, Inc. September 28, 2005 Page 3 We have assumed the genuineness of all signatures (including signatures of the Opinion Entities and their officers, directors and members), the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies. The opinions expressed below are limited to the laws of The Commonwealth of Massachusetts. We express no opinion as to the laws of any other jurisdiction. Based upon the foregoing, we are of the opinion that: 1. Each Corporation Opinion Entity (as defined in Annex I hereto) is validly existing as a corporation and in good standing under the laws of The Commonwealth of Massachusetts. Each LLC Opinion Entity (as defined in Annex I hereto) is validly existing as a limited liability company and in good standing under the laws of The Commonwealth of Massachusetts. 2. The Subsidiary Guarantee by each Opinion Entity has been duly authorized by all necessary corporate action or limited liability company action, as applicable, of such Opinion Entity. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference of our firm under the heading Legal Matters in the prospectus contained therein. In giving our consent, we do not hereby admit that we are in the category of persons whose consent is required under section 7 of the Act or the rules and regulations of the Commission thereunder. We undertake no obligation to update the opinions expressed herein for events or changes in law occurring after the date hereof.

Very truly yours,

FOLEY HOAG LLP

By: /s/ Foley Hoag LLP A Partner

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Annex I Entities 1 through 5 below, together, are sometimes referred to in the opinion to which this Annex I is appended as the Corporation Opinion Entities, and entities 6 through 8 below, together are sometimes referred to in the opinion to which this Annex I is appended as the LLC Opinion Entities. The Corporation Opinion Entities and the LLC Opinion Entities, together, are sometimes referred to in the opinion to which this Annex I is appended as the Opinion Entities. 1. Allied Acquisition Two, Inc., a Massachusetts corporation 2. Atlantic Waste Holding Company, Inc., a Massachusetts corporation 3. Browning-Ferris Industries, Ins., a Massachusetts corporation 4. F.P. McNamara Rubbish Removal, Inc., a Massachusetts corporation 5. Vining Disposal Service, Inc., a Massachusetts corporation 6. BFI Transfer Systems of Massachusetts, LLC, a Massachusetts limited liability company 7. BFI Waste Services of Massachusetts, LLC, a Massachusetts limited liability company 8. BFI Waste Systems of Massachusetts, LLC, a Massachusetts limited liability company

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Annex II A copy of the Articles of Organization of Allied Acquisition Two, Inc. certified by the Secretary of The Commonwealth of 1. Massachusetts on September 19, 2005. 2. The Bylaws of Allied Acquisition Two, Inc. A copy of the Articles of Organization of Atlantic Waste Holding Company, Inc. certified by the Secretary of The Commonwealth of 3. Massachusetts on September 19, 2005. 4. The Bylaws of Atlantic Waste Holding Company, Inc. A copy of the Restated Articles of Organization of Browning-Ferris Industries, Inc. certified by the Secretary of The Commonwealth of 5. Massachusetts on September 19, 2005. 6. The Amended and Restated Bylaws of Browning-Ferris Industries, Inc. A copy of the Articles of Organization of F.P. McNamara Rubbish Removal, Inc. certified by the Secretary of The Commonwealth of 7. Massachusetts on September 19, 2005. 8. The Amended and Restated Bylaws of F.P. McNamara Rubbish Removal, Inc. A copy of the Articles of Organization of Vining Disposal Service, Inc. certified by the Secretary of The Commonwealth of 9. Massachusetts on September 19, 2005. 10. The Bylaws of Vining Disposal Service, Inc. A copy of the Certificate of Organization of BFI Transfer Systems of Massachusetts, LLC certified by the Secretary of The 11. Commonwealth of Massachusetts on September 19, 2005. 12. The Operating Agreement of BFI Transfer Systems of Massachusetts, LLC. A copy of the Certificate of Organization of BFI Waste Services of Massachusetts, LLC certified by the Secretary of The 13. Commonwealth of Massachusetts on September 19, 2005. 14. The Operating Agreement of BFI Waste Services of Massachusetts, LLC. A copy of the Certificate of Organization of BFI Waste Systems of Massachusetts, LLC certified by the Secretary of The 15. Commonwealth of Massachusetts on September 19, 2005.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Annex III Certificate issued by the Secretary of The Commonwealth of Massachusetts dated September 16, 2005 regarding the legal existence and 1. good standing of Allied Acquisition Two, Inc. in said Commonwealth. Certificate issued by the Secretary of The Commonwealth of Massachusetts dated September 16, 2005 regarding the legal existence and 2. good standing of Atlantic Waste Holding Company, Inc. in said Commonwealth. Certificate issued by the Secretary of The Commonwealth of Massachusetts dated September 16, 2005 regarding the legal existence and 3. good standing of Browning-Ferris Industries, Inc. in said Commonwealth. Certificate issued by the Secretary of The Commonwealth of Massachusetts dated September 16, 2005 regarding the legal existence and 4. good standing of F.P. McNamara Rubbish Removal, Inc. in said Commonwealth. Certificate issued by the Secretary of The Commonwealth of Massachusetts dated September 16, 2005 regarding the legal existence and 5. good standing of Vining Disposal Service, Inc. in said Commonwealth. Certificate issued by the Secretary of The Commonwealth of Massachusetts dated September 20, 2005 regarding the legal existence and 6. good standing of BFI Transfer Systems of Massachusetts, LLC in said Commonwealth. Certificate issued by the Secretary of The Commonwealth of Massachusetts dated September 20, 2005 regarding the legal existence and 7. good standing of BFI Waste Services of Massachusetts, LLC in said Commonwealth. Certificate issued by the Secretary of The Commonwealth of Massachusetts dated September 20, 2005 regarding the legal existence and 8. good standing of BFI Waste Systems of Massachusetts, LLC in said Commonwealth.

LAW OFFICES OF JOHN A. LIBBY, P.C. Venture Plaza Building 3150 Livernois, Suite 118 Troy, Michigan 48083 (248) 619-1734

Troy Office: Sterlinq Heights Office: Main: (248) Main: (248) 619-1734 619-1734 Fax: (248) Fax: (586) 795-9216 619-1758 e-mail: jalibby@/ e-mail: [email protected] alibby.com

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, AZ 85260

RE: Registration Statement on Form S-4 (Reg. No. 333-126239)

Dear Ladies and Gentlemen: We have acted as special Michigan counsel to those companies listed on Schedule I herein (theGuarantors). In connection with the registration of $600,000,000 in aggregate principal amount of 7 1/4% Senior Notes due 2015 (the Exchange Notes) by Allied Waste North America, Inc., a Delaware corporation (the Company), and the guarantees of the Exchange Notes (the Guarantees) by certain Subsidiaries of the Company including the Guarantors, under the Securities Act of 1933, as amended (the Act) on Form S-4 filed with the Securities and Exchange Commission (the Commission) on August 16, 2005 (the Registration Statement), you have requested our opinion with respect to the matters set forth below concerning the Guarantors. The Exchange Notes and the related Guarantees will be issued pursuant to a supplemental indenture (the Sixteenth Supplemental Indenture), dated March 9, 2005, to an indenture (the Base Indenture), dated December 23, 1998, among the Company, the Guarantors and U.S. Bank National Association, as Trustee (the Trustee), together with the Sixteenth Supplemental Indenture (the Indenture). The Exchange Notes and Guarantees will be issued in exchange for the Companys outstanding 7 1/4% Senior Notes due 2015 (the Outstanding Notes) on the terms set forth in the prospectus contained in the Registration Statement and the letter of transmittal. The Indenture, the Exchange Notes and the Guarantees are sometimes referred to herein collectively as the Operative Documents. Capitalized terms used herein without definition have the meanings assigned to them in the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indenture. We are familiar with the proceedings taken and proposed by the Guarantors in connection with the Guarantees. In addition, we have made such legal and factual examination and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted as originals, and the conformity to authentic documents of all documents submitted to us as copies. As special Michigan counsel, we are opining herein as to the effect on the subject transaction only of the internal laws of the State of Michigan, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the federal laws of the United States or the laws of any other jurisdiction, or as to any matters of municipal law or the laws of any local agencies within any state. 1. Each of the Guarantors is a corporation or limited liability company, as applicable, under the Michigan Business Corporation Act, MCL 450.1101 et. seq. or Michigan Limited Liability Company Act, MCL 450.4101 et. seq. Based on the certificates from public officials, we confirm that each of the Guarantors is validly existing and in good standing under the laws of the State of Michigan. 2. The Guarantees of each of the Guarantors (the Identified Guarantees) have been duly authorized by all necessary corporate or limited liability company action of each respective Guarantor, and when executed in accordance with the terms of the Indenture and upon due execution, authentication and delivery of the Exchange Notes, each of the Identified Guarantees will be the legally valid and binding obligation of the respective Guarantor, enforceable against such Guarantor with its terms. The opinions rendered in paragraphs 1 and 2 above relating to the enforceability of the Guarantees are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or law, and the discretion of the court before which any proceeding therefor may be brought and (iii) we express no opinion concerning the enforceability of the waiver of rights or defenses contained in Section 5.15 of the Base Indenture. We have not been requested to express, and with your knowledge and consent, do not render, any opinion as to the applicability to the obligations of the Guarantors under the Indenture or the Identified Guarantees of Section 548 of the United States Bankruptcy Code or applicable state law relating to fraudulent transfers and obligations.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document To the extent that the obligations of the Guarantors listed on Schedule R under the Indenture may be dependent upon such matters, we assume for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of the jurisdiction of organization; that the Trustee is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legally valid, binding and enforceable obligation of the Trustee enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance, generally and with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture. This opinion is for your benefit in connection with the transactions contemplated by the Operative Documents and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to you filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading Legal Matters in the prospectus contained therein. Sincerely, LAW OFFICES OF JOHN A. LIBBY, P.C. /s/ John A. Libby By: John A. Libby

Adrian Landfill, Inc. Allied Waste Systems of Michigan, LLC C&C Expanded Sanitary Landfill, LLC Central Sanitary Landfill, Inc. Citizens Disposal, Inc. City-Star Services, Inc. Clarkston Disposal, Inc. Dinverno, Inc. Eagle Industries Leasing, Inc. G Van Dyken Disposal, Inc. Harlands Sanitary Landfill, Inc. Oakland Heights Development, Inc. Royal Holdings, Inc. Sanitary Disposal Service, Inc. Sauk Trail Development, Inc. Standard Disposal Services, Inc. Standard Environmental Services, Inc.

Dennis L. Knoer (612) 340-8919 [email protected]

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260 Ladies and Gentlemen: We have acted as local legal counsel to Allied Waste North America, Inc., a Delaware corporation (the Company), in connection with the guarantee by VHG, Inc., a Minnesota corporation, and Woodlake Sanitary Services, Inc., a Minnesota corporation (collectively, the Guarantors), of the Companys obligations under the Companys Senior Notes due 2015 (the Notes due 2015), the base indenture, dated December 23, 1998 (the Base Indenture), and the supplemental indenture related thereto under which the Notes due 2015 will be issued (the 2015 Supplemental Indenture and, together with the Base Indenture, the 2015 Indenture). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the 2015 Indenture. In connection with this opinion, we have reviewed the Notes due 2015, the Base Indenture, the Supplemental Indenture and such documents and records of the Company and Guarantor and such certificates of public officials as we have deemed necessary or appropriate for the purposes of this opinion. In our examination, we have assumed, without any independent verification or investigation, the authenticity of all agreements, instruments and other documents submitted to us as originals, the genuineness of all signatures thereon, the conformity to the originals of all agreements, instruments and other documents submitted to us as certified, conformed or photostatic copies, and the legal capacity of each person executing and delivering any document in an individual capacity. We have assumed, without independent verification or investigation, that all parties to the Notes due 2015 and the 2015 Indenture (other than the Guarantors) have full power and authority to execute, deliver and perform their obligations thereunder, the Notes due 2015 and the 2015 Indenture has been duly executed and delivered by such parties (other than the Guarantors) and the Notes due 2015 and the 2015 Indenture are enforceable against all parties thereto (other than the Guarantors) in accordance with their terms. As to any factual matters material to the opinions expressed herein, we have (with your permission and without any investigation

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Rider Bennett, LLP Allied Waste North America, Inc. September 28, 2005 Page 2 or independent confirmation) relied upon, and assumed the accuracy of, the agreements, documents, certificates and records examined by us, as well as statements of officers and other representatives of the Guarantors and the representations and warranties contained in the 2015 Indenture. Based upon and subject to the foregoing, we are of the opinion that: 1. Each of the Guarantors is a corporation under the Minnesota Business Corporation Act. Based on certificates from public officials, we confirm that each of the Guarantors is validly existing and in good standing under the laws of the State of Minnesota. 2. The Guarantees of each of the Guarantors have been duly authorized by all necessary corporate action of each respective Guarantor, and when executed in accordance with the terms of the 2015 Indenture and upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, each of the Guarantees will be the legally valid and binding obligation of the respective Guarantor, enforceable against such Guarantor in accordance with its terms; except that (a) such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance or transfer, equitable subordination or other similar laws, whether statutory or decisional, now or hereafter in effect, relating to or affecting creditors rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including, but not limited to, concepts of materiality, reasonableness, good faith and fair dealing, (b) enforcement of the indemnification and provisions contained in the Guarantees may be limited by federal and state laws or public policy, and (c) a provision in the Guarantees specifying that the terms or provisions thereof may only be waived in writing may not be enforced to the extent that any oral agreement or an implied agreement by course of conduct has been created modifying any provision of such agreement. The undersigned is admitted to practice law in the State of Minnesota and this opinion is based solely upon and limited to (a) the laws of the State of Minnesota and (b) the federal laws of the United States of America. We express no opinion with respect to the laws of any other state or jurisdiction. Insofar as the law of any other jurisdiction is applicable to any parties referred to in this opinion, this opinion assumes that the laws of such jurisdiction are identical to the laws of the State of Minnesota. The foregoing opinions are limited to the specific issues addressed herein. No other opinion may be inferred or implied beyond the specific issues expressly addressed herein.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Rider Bennett, LLP Allied Waste North America, Inc. September 28, 2005 Page 3 This opinion is for your benefit in connection with the transactions contemplated by the operative documents and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Companys registration statement on Form S-4 and to the reference of our firm under the heading Legal Matters.

Very truly yours,

RIDER BENNETT, LLP

By /s/ Dennis L. Knoer Dennis L. Knoer

DLK/lph

Lisa M. Usry 1400 Trustmark Building Post Office Drawer 119 248 East Capitol Street Jackson, Mississippi 39205 E-mail: [email protected] Jackson, Mississippi 39201 ATTORNEYS AT LAW Direct: 601.960.6862 Telephone: 601.948.3101 Facsimile: 601.960.6902

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260 Re: Registration Statement on Form S-4 (Reg. No. 333-126239)

Ladies and Gentlemen:

1 In connection with the registration of $600,000,000 in aggregate principal amount of 7 /4% Senior Notes due 2015 (the Exchange Notes) by Allied Waste North America, Inc., a Delaware corporation (the Company), and the guarantees of the Exchange Notes (the Guarantees) by each of the entities listed on Schedule A hereto (each, a Guarantor and, collectively, the Guarantors), under the Securities Act of 1933, as amended (the Act), on Form S-4 filed with the Securities and Exchange Commission (the Commission) on June 29, 2005 (the Registration Statement) as amended, you have requested our opinion with respect to the matters set forth below. The Exchange Notes and the related Guarantees will be issued pursuant to a supplemental indenture (the Sixteenth Supplemental Indenture), dated March 9, 2005, to an indenture (the Base Indenture), dated December 23, 1998, among the Company, the Guarantors and U.S. Bank National Association, as trustee (the Trustee), (the Base Indenture and the Sixteenth Supplemental Indenture are, together, the 1 Indenture). The Exchange Notes and the Guarantees will be issued in exchange for the Companys outstanding 7 /4% Senior Notes due 2015 (the Outstanding Notes) on the terms set forth in the prospectus contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Indenture, the Exchange Notes and the Guarantees are sometimes referred to herein collectively as the Operative Documents. Capitalized terms used herein without definition have the meanings assigned to them in the Indenture. In our capacity as your special Mississippi counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Guarantors in connection with the authorization and issuance of Guarantees. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of the following documents:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document September 28, 2005 Page 2 1. The Exchange Notes; 2. The Sixteenth Supplemental Indenture; 3. The Base Indenture; 4. The Guarantees; Minutes of the Board of Directors of the corporate Guarantor identified on Schedule A attached hereto authorizing the execution of 5. the Guarantees by such Guarantor; Minutes of the governing bodies of the limited liability company Guarantors identified on Schedule A attached hereto authorizing the 6. execution of the Guarantees by such Guarantors; 7. The Amended and Restated Bylaws of the corporate Guarantor identified on Schedule A attached hereto; and 8. The Operating Agreements of the limited liability company Guarantors identified on Schedule A attached hereto. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. We have assumed that the execution, delivery and performance of the Guarantees by the Guarantors do not violate the order of any court or administrative agency with jurisdiction over the Guarantors. We further assume that the Guarantors have obtained all necessary consents (other than consents, if any, required by any administrative agency of the State of Mississippi or the documents that we have reviewed) to the execution, delivery and performance of the Guarantees. We are opining herein as to the effect on the subject transaction only of the internal laws of the State of Mississippi and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. We have examined execution drafts of the Guarantees. We have assumed that the Guarantees will be executed and delivered by duly authorized officers of the Guarantors. Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof: A. Each of the Guarantors is a corporation or limited liability company, as applicable, under the Mississippi Business Corporation Act, Mississippi Code Annotated Sections 79-4-1.01, et seq., or the Mississippi Limited Liability Company Act, Mississippi Code Annotated Sections 79-29-101, et seq., as applicable. Based solely on certificates from the Secretary of State of Mississippi dated September 20, 2005, and attached hereto, we confirm that the each of the Guarantors is validly existing and in good standing under the laws of the State of Mississippi.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document September 28, 2005 Page 3 B. The Guarantees of each of the Guarantors have been duly authorized by all necessary corporate or limited liability company action of each respective Guarantor, and when executed in accordance with the terms of the Indenture and upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, to the extent Mississippi law applies, each of the Guarantees will be the legally valid and binding obligation of the respective Guarantor, enforceable against such Guarantor in accordance with its terms. The opinion rendered in paragraph B above relating to the enforceability of the Guarantees are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors, (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or law, and the discretion of the court before which any proceeding therefor may be brought and (iii) we express no opinion concerning the enforceability of the waiver of rights or defenses contained in Section 5.15 of the Base Indenture. We have not been requested to express, and with your knowledge and consent, do not render, any opinion as to the applicability to the obligations of the Guarantors under the Indenture or the Guarantees of Section 548 of the United States Bankruptcy Code or applicable state law relating to fraudulent transfers and obligations. To the extent that the obligations of the Guarantors under the Indenture may be dependent upon such matters, we assume for purposes of this opinion that the Trustee and the Company are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization; that the Trustee and the Company are duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed and delivered by the Trustee and the Company and constitutes the legally valid, binding and enforceable obligation of the Trustee and the Company enforceable against the Trustee and the Company in accordance with its terms; that the Trustee and the Company are in compliance, generally and with respect to the Trustee acting as a trustee under the Indenture, with all applicable laws and regulations; and that the Trustee and the Company have the requisite organizational and legal power and authority to perform their obligations under the Indenture. We also have assumed that adequate consideration exists for the undertakings of the Guarantors in the Guarantees. Our opinions are limited to the matters expressly stated herein, and no additional opinions should be implied. Without limiting the foregoing, we do not express any opinions about any other documents referenced in the Guarantees. Mississippi case law allows parties to a contract to modify the contract verbally even when the contract states that any modification must be in writing. This opinion is limited to Mississippi law in effect on the date hereof. We do not

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document September 28, 2005 Page 4 undertake to supplement this opinion. This opinion is for your benefit in connection with the transactions contemplated by the Operative Documents and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. This opinion may not be relied upon by any other person or in any other transaction without the prior written consent of this firm. We consent to your filing this opinion as an exhibit to the Companys registration statement on Form S-4 and to the reference of our firm under the heading Legal Matters. Sincerely, Brunini, Grantham, Grower & Hewes, pllc

/s/ Lisa M. Usry

Name of Company State of Incorporation

Mississippi Waste Paper Company Mississippi

Name of Company State of Formation

Harrison County Landfill, LLC Mississippi

Jackson County Landfill, LLC Mississippi

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260

Re: Oscars Collection System of Fremont, Inc. By letter received on September 19, 2005, from Latham & Watkins, LLP, on behalf of Allied Waste North America, Inc., we have been asked to furnish information concerning the status of Oscars Collection Systems of Fremont, Inc. (the Guarantor) and the legal sufficiency of the Guarantees delivered by Guarantor to Allied Waste North America, Inc. Capitalized terms used herein without definition have the meanings assigned to them in the Indenture: 1. The Guarantor is a corporation established pursuant to the Nebraska Business Corporations Act. Based on certificates from public officials, we confirm that Guarantor is validly existing and in good standing under the laws of the State of Nebraska. 2. The Guarantees of the Guarantor have been duly authorized by all necessary corporate persons on behalf of the Guarantor, and when executed in accordance with the terms of the Indenture and upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, the Guarantor will be a legally valid and binding obligation of the Guarantor, enforceable against such Guarantor in accordance with its terms. This opinion is for your benefit in connection with the transactions contemplated by the Operative Documents and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document September 28, 2005 Page 2 opinion as an exhibit to the Guarantors registration statement on Form S-4 and to the reference of our firm under the heading Legal Matters.

Latham & Watkins, LLPs request for this response did not request our opinion regarding any unasserted possible claim or assessment involving Guarantor or Allied Waste North America, Inc. We have no knowledge and we are not providing an opinion as to any possible claims.

The information set forth herein is as of the date hereof, except as otherwise indicated, and we assume no obligation to advise you of changes, whether or not deemed material, which may hereafter be brought to our attention. Additionally, this letter is solely for the information of and report with respect to the legal status of the Guarantor and is not to be quoted or otherwise referred to in any other manner, except as set forth above without the written consent of our firm.

Sincerely,

CROSBY GUENZEL LLP

By: /s/ David A. Jarecke David A. Jarecke

DAJ:tlh Enclosure

Kummer Kummer Kaempfer Bonner Renshaw & Ferrario las vegas office Attorneys at Law www.kkbrf.com Kaempfer [email protected] RENO OFFICE SUMMERLIN OFFICE September 28, 2005 LAS VEGAS OFFICE 5250 S. Virginia Street 3425 Cliff Shadows Parkway Allied Waste Industries, 3800 Howard Hughes Parkway Suite 220 Suite 150 Inc. Seventh Floor Reno, NV 89502-6000 Las Vegas, NV 89129-5074 Allied Waste North Las Vegas, NV 89109-0907 Tel: 775.852.3900 Tel: 702.693.4260 America, Inc. Tel: 702.792.7000 Fax: 775.852.3982 Fax: 702.939.8457 Fax: 702.796.7181 15880 N. Greenway- Hayden Loop Suite 100 Scottsdale, Arizona 85260

Re: Browning-Ferris Industries Chemical Services, Inc. Ladies and Gentlemen: We have acted as special Nevada counsel to Browning-Ferris Industries Chemical Services, Inc., a Nevada subsidiary (the Nevada Guarantor) of Allied Waste North America, Inc., a Delaware corporation, and Allied Waste Industries, Inc. (collectively, the Parent). The Nevada Guarantor has issued a Guarantee (as defined below) in connection with the issuance by Parent of $600,000,000 of the Parents 7 1/4% Series B Senior Notes due 2015 (collectively, the Notes) all as described in Amendment No. 2 to the Registration Statement on Form S-4 filed on the date hereof (File No. 333-126239) (the Registration Statement) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Act). The Registration Statement registers under the Act the proposed issuance of the Notes and guarantees evidencing the Nevada Guarantors joint and several guarantees of the aggregate principal amount of the Notes (the Guarantees). The Notes and related Guarantees are issuable under an Indenture dated as of December 23, 1998 and the Sixteenth Supplemental Indenture (collectively, the Indenture) among the Parent, each of the Guarantors and U.S. Bank National Association, as trustee (the Trustee). In rendering the opinions set forth below, we have reviewed (a) the Registration Statement, (b) the Indenture, (c) the respective constituent documents of the Nevada Guarantor, as amended to date, (d) certain records of the corporate proceedings of the Nevada Guarantor, (e) certificates of public officials, and (f) such records, documents, statutes and decisions as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original of all documents submitted to us as copies thereof and the truthfulness of all statements of fact set forth in the documents and records examined by us. We have assumed for purposes of this opinion that the Indenture was duly authorized, executed and delivered by the Trustee and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste Industries, Inc. Kummer Allied Waste North America, Inc. September 28, 2005 Kaempfer Page 2 Based on the foregoing and subject to the qualifications, limitations and assumptions set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that: 1. The Nevada Guarantor has been duly incorporated and is an existing corporation in good standing under the laws of Nevada. 2. The Indenture has been duly authorized, executed and delivered by the Nevada Guarantor. 3. The Guarantee has been duly authorized by the Nevada Guarantor. We express no opinion herein as to the effect or applicability of the laws of any jurisdiction other than the federal laws of the United States of America and laws of the State of Nevada. This opinion is for your benefit in connection with the transactions contemplated by the Operative Documents and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Companys registration statement on Form S-4 and to the reference of our firm under the heading Legal Matters.

Sincerely,

/s/ Kummer Kaempfer Bonner Renshaw & Ferrario

Jay Samuels

732-448-2533 [email protected]

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260

Re: Allied Waste North America, Inc./Exchange Offer for Senior Notes Guarantees of New Jersey Subsidiaries

Ladies and Gentlemen: We have acted as special counsel to thirteen (13) entities organized in the State of New Jersey identified on Schedule A annexed to this letter (the New Jersey Guarantors) in connection with their guarantees (the Guarantees) of certain 7 1/4% Senior Notes due 2015 in the aggregate principal amount of $600,000,000.00 (the Exchange Notes) by Allied Waste of North America, Inc., a Delaware corporation (the Company). Capitalized terms used herein without definition have the meanings assigned to them in that certain Sixteenth Supplemental Indenture dated March 9, 2005 (the Indenture). In connection with the opinions set forth in this letter, we have examined original or copies of such documents and certificates identified on Schedule B, and have made such other examination as to matters of law as we have deemed necessary in order to enable us to give this opinion. For the purposes of this opinion, we have assumed: (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity to authentic original documents of all documents submitted to us as copies; (iv) the due organization, existence and good standing of each of the parties other than the New Jersey Guarantors; (v) the legal right, authority and power of each of the parties other than the New Jersey Guarantors under all applicable law to execute, deliver and perform the obligations to which it is a party; (vi) the due authorization, execution and delivery of documents by each of the parties thereto other than the New Jersey Guarantors; (vii) the performance by each of the parties thereto, other than the New Jersey Guarantors, of its obligations does not breach its organizational documents and does not violate any law, regulation, decree or order applicable to it and; (viii) each of the undertakings by each of the parties thereto other than the New Jersey Guarantors constitutes the valid and binding obligation of each of such parties, enforceable against it in accordance with its terms.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 2 As to matters of fact relevant to this opinion, we have relied upon the accuracy of certificates furnished to us by the New Jersey Guarantors, and by the State of New Jersey. In basing the opinions set forth herein on our knowledge, the words our knowledge signify that, in the course of our representation of the New Jersey Guarantors, no facts have come to our attention that would give us actual knowledge or actual notice that any such opinions or other matters are not accurate. Except as otherwise stated herein, we have undertaken no investigation or verification of such matters. Further, the words our knowledge and similar language as used herein are intended to be limited to the actual knowledge of the attorneys within our firm who have been directly involved in representing the New Jersey Guarantors in connection with their Guarantees. Based on the foregoing, and subject to the other exceptions, qualifications and limitations stated herein, we are of the opinion that: 1. Each of the New Jersey Guarantors identified as a corporation on Schedule A is a corporation organized under the New Jersey Business Corporations Act, and is validly existing and in good standing under the laws of the State of New Jersey. 2. Each of the New Jersey Guarantors identified as a limited liability company on Schedule A is a limited liability company organized under the New Jersey Limited Liability Act, and is validly existing and in good standing under the laws of the State of New Jersey. 3. The Guarantees of each of New Jersey Guarantors have been duly authorized by all necessary corporate or limited liability company action of each respective New Jersey Guarantor. When executed in accordance with the terms of the Indenture, and upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, each of the Guarantees will be the legally valid and binding obligation of the respective New Jersey Guarantor, enforceable against such Guarantor in accordance with its terms. Our opinions are subject to the following further exceptions, qualifications and limitations: a. Our opinions are limited by the effects of: (i) bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors rights and remedies generally; (ii) general principles of equity, such as estoppel, waiver, laches and other equitable considerations, regardless of whether considered in a proceeding in equity or at law, and the discretion of a court before which any proceeding may be brought; and (iii) concepts of reasonableness,

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 3 conscionability, good faith and fair dealing. b. We have not been requested to express, and with your knowledge and consent, do not render, any opinion as to the applicability to the obligations of the New Jersey Guarantors under the Indenture or under the Guarantees, of Section 548 of the United States Bankruptcy Code or applicable state law relating to fraudulent transfers and obligations. c. Our opinions concerning the validity, binding effect and enforceability of the Guarantees against the Guarantors, in accordance with their respective terms means that: (i) each of the Guarantees constitutes an effective contract under applicable law; (ii) each of the Guarantees is not invalid in its entirety because of a specific statutory prohibition or public policy and is not subject in its entirety to a contractual defense; and (iii) subject to the next sentence of this paragraph and the other exceptions, qualifications, limitations and assumptions set forth herein, some remedy is available if the Guarantor is in material default under the applicable Guaranty. Such opinions do not mean that any particular remedy provided for in the Guarantees will be upheld or enforced, in whole or in part, in any or each circumstance by a court; provided, however, in our opinion, the application of applicable law and decisions does not render the Guarantees invalid as a whole or substantially interfere with the realization of the principal benefits and/or security provided thereby (subject to the exceptions, qualifications, limitations and assumptions set forth herein and the consequences of any judicial, administrative or other delay which may be imposed by, related to or arise from applicable laws and equitable principles). d. We express no opinion as to the validity or enforceability of any provisions of the Guarantees precluding oral waivers or modifications of provisions of the Guarantees, or relating to waivers of equitable rights or defenses by the Guarantors, or precluding the Guarantors from asserting certain claims or defenses or from obtaining certain rights or remedies, or relating to waivers that are prohibited under or are contrary to the provisions of law. e. We express no opinion as to the priority of claims under the Guarantees against the New Jersey Guarantors or their assets in relation to claims of other creditors of or claimants against the New Jersey Guarantors or their assets. f. We express no opinion as to the enforceability of any provision to the extent that it directly or indirectly provides for the payment of liquidated damages or late charges or interest at an increased rate. We note that a court may modify or limit contractual awards of attorneys fees. g. We express no opinion with respect to any provision concerning: (i) waiver of inconvenient forum, venue or subject matter jurisdiction, in each case with respect to federal courts; (ii) waiver of any review of a judgment; (iii) waiver of right to jury trial; (iv) choice of

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 4 law; or (iv) service of process in any manner not authorized by applicable statute or court rule. h. We express no opinion with respect to the following: (i) federal securities laws and regulations administered by the Securities and Exchange Commission, state Blue Sky laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments, (ii) pension and employee benefit laws and regulations (e.g., ERISA), (iii) federal and state antitrust and unfair competition laws and regulations, (iv) federal and state environmental laws and regulations, (v) federal and state tax laws and regulations, (vi) federal and state racketeering laws and regulations (e.g., RICO), (vii) federal and state health and safety laws and regulations (e.g., OSHA), (viii) federal and state labor laws and regulations, (ix) other federal and state statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes) and (x) federal and state laws, regulations and policies concerning (A) national and local emergency, (B) possible judicial deference to acts of sovereign states and (C) criminal and civil forfeiture laws. We are members of the Bar of the State of New Jersey, and in rendering this opinion our examination of matters of law has been limited to, and we express no opinion as to the laws of any jurisdiction other than, the law of the State of New Jersey and the federal law of the United States of America. This opinion is for your benefit in connection with the transactions contemplated by the Operative Documents and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Companys registration statement on Form S-4 and to the reference of our firm under the heading Legal Matters. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Windels Marx Lane & Mittendorf, LLP

Corporate Entities Allied Waste of New Jersey, Inc. American Materials Recycling Corp. Automated Modular Systems, Inc. BFI Energy Systems of Essex County, Inc. BFI Transfer Systems of New Jersey, Inc. BFI Waste Systems of New Jersey, Inc. Browning-Ferris Industries of New Jersey, Inc. Louis Pinto & Son, Inc., Sanitation Contractors Newco Waste Systems of New Jersey, Inc. Tom Lucianos Disposal Service, Inc. Total Solid Waste Recyclers, Inc.

Limited Liability Company Entities Allied Transfer Systems of New Jersey, LLC Allied Waste Systems of New Jersey, LLC END

Corporate Entities

Allied Waste of New Jersey, Inc. Certificate of Incorporation By-Laws Certificate of Good Standing Minutes of the Board of Directors of March 4, 2005 Guarantors Incumbency Certificate of September 20, 2005 Minutes of the Board of Directors of Allied Waste North America, Inc. of February 18, 2005

American Materials Recycling Corp. Certificate of Incorporation By-Laws Certificate of Good Standing Minutes of the Board of Directors of March 4, 2005 Guarantors Incumbency Certificate of September 20, 2005 Minutes of the Board of Directors of Allied Waste North America, Inc. of February 18, 2005

Automated Modular Systems, Inc. Certificate of Incorporation By-Laws Certificate of Good Standing Minutes of the Board of Directors of March 4, 2005 Guarantors Incumbency Certificate of September 20, 2005 Exercise of Delegated Authority by Authorized Officer of Tom Lucianos Disposal Service, Inc. September 20, 2005 Minutes of the Board of Directors of Allied Waste North America, Inc. of February 18, 2005

BFI Energy Systems of Essex County, Inc. Certificate of Incorporation By-Laws Certificate of Good Standing Minutes of the Board of Directors of March 4, 2005 Guarantors Incumbency Certificate of September 20, 2005 Exercise of Delegated Authority by Authorized Officer of Browning-Ferris Industries, LLC of September 20, 2005 Minutes of the Board of Directors of Allied Waste North America, Inc. of February 18, 2005

BFI Transfer Systems of New Jersey, Inc. Certificate of Incorporation By-Laws

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Certificate of Good Standing Minutes of the Board of Directors of March 4, 2005 Guarantors Incumbency Certificate of September 20, 2005 Exercise of Delegated Authority by Authorized Officer of Browning-Ferris Industries of New Jersey, Inc. September 20, 2005 Minutes of the Board of Directors of Allied Waste North America, Inc. of February 18, 2005

BFI Waste Systems of New Jersey, Inc. Certificate of Incorporation By-Laws Certificate of Good Standing Minutes of the Board of Directors of March 4, 2005 Guarantors Incumbency Certificate of September 20, 2005 Exercise of Delegated Authority by Authorized Officer of Browning-Ferris Industries of New Jersey, Inc. September 20, 2005 Minutes of the Board of Directors of Allied Waste North America, Inc. of February 18, 2005

Browning-Ferris Industries of New Jersey, Inc. Certificate of Incorporation By-Laws Certificate of Good Standing Minutes of the Board of Directors of March 4, 2005 Guarantors Incumbency Certificate of September 20, 2005 Exercise of Delegated Authority by Authorized Officer of Browning-Ferris Industries, LLC September 20, 2005 Minutes of the Board of Directors of Allied Waste North America, Inc. of February 18, 2005

Louis Pinto & Son, Inc., Sanitation Contractors Certificate of Incorporation By-Laws Certificate of Good Standing Minutes of the Board of Directors of March 4, 2005 Guarantors Incumbency Certificate of September 20, 2005 Minutes of the Board of Directors of Allied Waste North America, Inc. of February 18, 2005

Newco Waste Systems of New Jersey, Inc. Certificate of Incorporation By-Laws Certificate of Good Standing Minutes of the Board of Directors of March 4, 2005 Guarantors Incumbency Certificate of September 20, 2005 Exercise of Delegated Authority by Authorized Officer of Browning-Ferris Industries, LLC September 20, 2005

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Minutes of the Board of Directors of Allied Waste North America, Inc. of February 18, 2005

Tom Lucianos Disposal Service, Inc. Certificate of Incorporation By-Laws Certificate of Good Standing Minutes of the Board of Directors of March 4, 2005 Guarantors Incumbency Certificate of September 20, 2005 Minutes of the Board of Directors of Allied Waste North America, Inc. of February 18, 2005

Total Solid Waste Recyclers, Inc. Certificate of Incorporation By-Laws Certificate of Good Standing Minutes of the Board of Directors of March 4, 2005 Guarantors Incumbency Certificate of September 20, 2005 Minutes of the Board of Directors of Allied Waste North America, Inc. of February 18, 2005

Limited Liability Company Entities

Allied Transfer Systems of New Jersey, LLC Certificate of Formation Operating Agreement Certificate of Good Standing Minutes of the LLC Governing Bodies of March 4, 2005 Guarantors Incumbency Certificate of September 20, 2005 Minutes of the Board of Directors of Allied Waste North America, Inc. of February 18, 2005

Allied Waste Systems of New Jersey, LLC Certificate of Formation Operating Agreement Certificate of Good Standing Minutes of the LLC Governing Bodies of March 4, 2005 Guarantors Incumbency Certificate of September 20, 2005 Minutes of the Board of Directors of Allied Waste North America, Inc. of February 18, 2005

END

RODEY, DICKASON, SLOAN, AKIN & ROBB, P. A. ROBERT M. ST. JOHN MARK K. ADAMS SUSAN BARGER FOX BRUCE HALL MacDONNELL GORDON JOHN P. SALAZAR WILLIAM J. ARLAND JOHN P. BURTON JAMES A. ASKEW REX D. THROCKMORTON JEFFREY M. CROASDELL JONATHAN W. HEWES SUNNY J. NIXON OF COUNSEL RICHARD C. MINZNER JEFFREY L. LOWRY JACKSON G. AKIN W. ROBERT LASATER, JR. DEBORAH E. MANN JOHN D. ROBB MARK C. MEIERING R. TRACY SPROULS JAMES C. RITCHIE CATHERINE T. GOLDBERG DONALD B. MONNHEIMER JO SAXTON BRAYER TRAVIS R. COLLIER ALAN HALL ROBERT G. McCORKLE EDWARD RICCO JULIE P. NEERKEN DAVID H. JOHNSON W. MARK MOWERY THOMAS A. OUTLER ___ PATRICK M. SHAY SETH L. SPARKS ELLEN T. SKRAK NELSE T. SCHRECK BERNARD S. RODEY (1856-1927) TRACY M. JENKS KARLA K. POE PEARCE C. RODEY (1889-1958) HENRY M. BOHNHOFF LISA CHAVEZ ORTEGA DON L. DICKASON (1906-1999) CHARLES K. PURCELL JOCELYN C. DRENNAN WILLIAM A. SLOAN (1910-1993) ANDREW G. SCHULTZ MICHAEL J. BRESCIA ___ JOHN M. BRANT MICHELLE HENRIE SCOTT D. GORDON AARON C. VIETS SANTA FE OFFICE DEWITT M. MORGAN KURT B. GILBERT 315 PASEO DE PERALTA MARK A. SMITH JESSICA M. HERNANDEZ ATTORNEYS AT LAW SANTA FE, NEW MEXICO 87501-2034 NELSON FRANSE WILLIAM G. GILCHRIST 201 THIRD STREET NW, SUITE 2200 P.O. BOX 1357 THERESA W. PA RRISH CHRISTOPHER M. WOLPERT ALBUQUERQUE, NEW MEXICO 87102 SANTA FE, NEW MEXICO 87504-1357 PAUL R. KOLLER MEGHAN D. STANFORD P.O. BOX 1888 TELEPHONE (505) 954-3900 JAMES P. BIEG BRYAN J. DAVIS ALBUQUERQUE, NEW MEXICO 87103 FACSIMILE (505) 954-3942 CHARLES J. VIGIL CHRISTOPHER D. LEE WWW.RODEY.COM ___ THOMAS L. STAHL JUSTIN A. HORWITZ TELEPHONE (505) 765-5900 DAVID W. BUNTING TODD E. RINNER FACSIMILE (505) 768-7395 WRITERS DIRECT NUMBER LESLIE McCARTHY APODACA STEVEN L. HATTENBACH September 27, 2005 (505) 768-7337 [email protected]

TO: Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260

Re: Guarantee by Allied Waste Industries (New Mexico), Inc., a New Mexico corporation (Guarantor), of the Exchange Notes of Allied Waste North America, Inc., a Delaware corporation Ladies and Gentlemen: We have acted as special New Mexico counsel to Guarantor for the sole purpose of providing this Opinion Letter with respect to the Guarantees of Guarantor of the Exchange Notes (defined below) of Allied Waste North America, Inc., a Delaware corporation. The law (Law) covered by the opinions expressed in this Opinion Letter is limited to the law of the State of New Mexico (the State), excluding the laws of the State that relate to securities and matters of taxation. For purposes of this Opinion Letter, the Law is the statutes and the judicial decisions of the State, but not including its local law (Local Law). Local Law is the ordinances, administrative decisions and the rules and regulations of counties, towns and municipalities and special political subdivisions. Documents Reviewed. For purposes of this Opinion Letter, we have examined the following documents: 1. 7 1/4% Series A Senior Notes due 2015, an aggregate of $600 Million of Allied Waste North America, Inc., payable to Cede & Co. (Allied Waste Senior Notes) to be exchanged for Allied Waste North America, Inc.s 7 1/4% Series B Senior Notes due 2015, which will be identical to the Allied Waste Senior Notes, other than the deletion of the transfer restrictions (Exchange Notes).

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document RODEY, DICKASON, SLOAN, AKIN & ROBB, P.A. Allied Waste North America, Inc. September 28, 2005 Page 2 2. Senior Guarantees endorsed to Allied Waste Senior Notes (Guarantees). 3. Certificate of Incorporation of Guarantor. 4. By-laws of Guarantor. 5. Corporate Resolutions of Guarantor. 6. Secretarys Certificate of Guarantor by Jo-Lynn White, Secretary, dated September ___, 2005 (Certificate). In connection with the opinions set forth below, we have limited the scope of our review to the Documents listed above (Documents); and we have relied, without investigation or analysis, upon information in the Documents. Except to the extent that the information contained in the Documents constitutes a statement, directly or in practical effect, of any legal conclusion at issue, we have relied, without investigation or analysis, upon the information contained in representations made by the parties in the Documents. Capitalized terms used herein without definition have the meanings assigned to them in the Senior Indenture dated as of September 23, 1998, providing for issuance of Senior Debt Securities in Series between Allied Waste North America, Inc., as Issuer and The Guarantors Named Therein, as Guarantors, to U. S. Bank Trust National Association, as Trustee, and the Sixteenth Supplemental Indenture dated as of March 9, 2003, among Allied Waste North America, Inc., Allied Waste Industries, Inc., Guarantors and U. S. Bank National Association (collectively Indenture). Opinions. Based upon and subject to the foregoing and the Assumptions and the Qualifications set forth below, we are of the opinion that: 1. Guarantor is a corporation organized under the Law of the State of New Mexico. Based on a certificate from the appropriate public officials in New Mexico, we confirm that the Guarantor is validly existing and in good standing under the laws of the State of New Mexico. 2. The Guarantees of Guarantor have been duly authorized by all necessary corporate action, and (assuming, without opining, that the Guaranties are governed by New Mexico law) upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the Outstanding Notes in an aggregate principal amount of the Exchange Notes, the Guarantees will be legally valid and binding obligations of the Guarantor, enforceable against the Guarantor in accordance with their terms.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document RODEY, DICKASON, SLOAN, AKIN & ROBB, P.A. Allied Waste North America, Inc. September 28, 2005 Page 3 Assumptions. In rendering the foregoing opinions, we have relied, with your permission and without investigation, upon the assumptions set forth below: 1. The Documents which we have reviewed conform in all material respects with the originals which have been fully completed with all necessary and contemplated information, acknowledgments and attachments. All signatures on the Documents have been obtained and are genuine. 2. The transactions contemplated by the Documents are in all respects valid, binding and enforceable against the parties thereto in accordance with their respective terms and all applicable law. To the extent that any of the transactions are governed by the law of any jurisdiction other than New Mexico, the transactions are in all respects valid under the laws of such other jurisdictions. 3. No party to the Documents or to any of the transactions contemplated by the Documents is in violation of any statute, rule or regulation of any governmental authority; and each party to the Documents and to the transactions contemplated by the Documents is current with all reports and documents required to be filed with any municipal, county, state or federal regulatory agency or similar governmental authority and is in full compliance with all applicable rules and regulations of such agencies and is not in default with respect to any order of any court, arbitrator or governmental authority applicable to such party and to the properties of such party. 4. There have been and are no actions, suits, proceedings or investigations pending or threatened against any party to the Documents or to any of the transactions contemplated by the Documents before any court or arbitrator or before or by any governmental authority which, if determined adversely to the interest of any party, could have a material adverse effect on the business, properties, condition (financial or otherwise) or operations of such party or the ability of a party to perform its obligations. 5. The representations, warranties and factual statements of each of the parties to the Documents and to the transactions contemplated by the Documents are and will remain true and accurate in all material respects. 6. The conduct of each of the parties to the Documents and to the transactions contemplated by the Documents has complied with all requirements of good faith, fair dealing and conscionability. All parties to the Documents and to the transactions contemplated by the Documents have acted in good faith and without notice of any defense against the enforcement of any rights created by the Documents or with respect to any of the transactions contemplated by the Documents. There has been no mutual mistake of fact, misunderstanding, fraud, duress or undue influence. There are no agreements or understandings between the parties to the Documents or to the transactions contemplated by the Documents, written or oral, and there is no usage of trade or course of prior dealing that would in any case define, supplement or qualify the terms of the Documents.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document RODEY, DICKASON, SLOAN, AKIN & ROBB, P.A. Allied Waste North America, Inc. September 28, 2005 Page 4 7. Guarantor is a wholly-owned subsidiary of Allied Waste North America, Inc. Exclusions. This letter and the opinions expressed herein are subject to all of the exceptions and limitations set forth below: 1. The enforcement of the Guarantees may be limited by bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent or preferential transfer or conveyance laws, arrangements, liquidation, conservatorship, assignment for the benefit of creditors laws and other similar laws affecting the rights of creditors or the collection of obligations generally; by the application of general principles of equity, whether by a court of law or equity, which may limit the availability of certain equitable remedies or afford equitable defenses; by the exercise of judicial discretion; by the application of a duty or covenant of good faith and fair dealing which may be implied in every agreement governed by the law of the State; by the doctrine of prima facie tort; or by the commencement of proceedings under the Bankruptcy Laws of the United States. 2. The law covered by the opinions expressed herein is limited to the law of the State, without taking into consideration or giving effect to the States choice of law principles. We have not made any inquiry into the laws of any jurisdiction other then the State. We express no opinion with regard to any applicable securities or tax laws of any jurisdiction or as to any law of the United States. 3. We have been engaged on behalf of Guarantor to review the Documents and to render the opinions herein set forth. We do not represent to Guarantor generally, did not participate in the formation of Guarantor, and have not had access to and have not reviewed the corporate, management, business and financial records of Guarantor. We have relied entirely upon the Certificate and the documents referred to therein with respect to matters pertaining to corporate organization and due corporate action. 4. Our opinions above are subject to generally applicable rules of Law that may, in the absence of an effective waiver or consent, discharge a guarantor or other secondary obligor to the extent that, (i) the underlying obligation is materially modified, or (ii) any act or omission by a creditor impairs (A) the value of collateral securing the underlying obligation to the detriment of the Guarantor or other secondary obligator, (B) the Guarantors or other secondary obligors recourse against the primary obligor, or (C) the suretyship status of the Guarantor or other secondary obligor in any other way that is described in Sections 37 et seq. of the Restatement Third, Suretyship and Guaranty (1996). This opinion is for the benefit of the addressee in connection with the transactions contemplated by the Indenture and may be relied upon by addressee and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Companys registration

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document RODEY, DICKASON, SLOAN, AKIN & ROBB, P.A. Allied Waste North America, Inc. September 28, 2005 Page 5 statement on Form S-4 and to the reference of our Firm under the heading Legal matters. In giving our consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Sincerely yours,

RODEY, DICKASON, SLOAN, AKIN & ROBB, P.A.

By: /s/ Robert M. St. John Robert M. St. John

[VSSP Letterhead]

September 28, 2005 Allied Waste North America, Inc. 15880 N. GreenwayHayden Loop Suite 100 Scottsdale, Arizona 85260

Ladies and Gentlemen: We have acted as special counsel in the State of Ohio to (a) each of the Ohio corporations set forth on Schedule 1 hereto (the Corporate Guarantors) and (b) each of the Ohio limited liability companies set forth on Schedule 2 hereto (the LLC Guarantors and, together with the Corporate Guarantors, the Ohio Guarantors), in connection with the Senior Guarantees (the Guarantees) by each of the Ohio Guarantors 1 of the $600,000,000 in aggregate principal amount of 7 /4% Series B Senior Notes due 2015 (the Notes) to be issued by Allied Waste North America, Inc., a Delaware corporation (AWNA), which Notes are governed by the Senior Indenture dated as of December 23, 1998, as amended by the Sixteenth Supplemental Indenture dated as of March 9, 2005, among AWNA, certain of the subsidiaries of AWNA, including the Ohio Guarantors, as guarantors, and U.S. Bank Trust National Association, as trustee (as amended, the Indenture), and which Notes, together with the related guarantees, are being registered with the United States Securities and Exchange Commission pursuant to a Registration Statement on Form S-4 (Reg. No. 333-126239), as amended (the Registration Statement) and exchanged for $600,000,000 in 1 aggregate principal amount of AWNAs existing unregistered 7 /4% Series A Senior Notes due 2015. In connection with rendering the opinions expressed herein, we have examined originals or certified, conformed or reproduction copies of, and have relied upon the accuracy of, without independent verification or investigation, the following: (i) the unexecuted form of Guarantee, a copy of which is attached hereto as Exhibit A; (ii) a Certificate of Good Standing with respect to each Corporate Guarantor issued by the Secretary of State of Ohio and dated as of September 23, 2005 (the Good Standing Certificates); (iii) the articles of incorporation, as amended to date, of each Corporate Guarantor certified by the Secretary of State of Ohio, and/or certified to us in the Corporate Officers Certificate (as hereinafter defined) as being complete and in full force and effect as of the date thereof (the Corporate Articles);

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document September 28, 2005 Page 2 (iv) a copy of the bylaws, as amended to date, of each Corporate Guarantor, which govern the corporation and are customarily referred to in Ohio as the Code of Regulations, certified to us in the Corporate Officers Certificate as being complete and in full force and effect as of the date thereof (the Corporate Regulations); (v) a copy of the resolutions of the board of directors of each Corporate Guarantor with respect to the transactions referred to herein, certified to us in the Corporate Officers Certificate as being complete and in full force and effect as of the date thereof (the Corporate Resolutions); (vi) an Officers Certificate, dated as of the date hereof, executed by officers of each Corporate Guarantor as to incumbency of officers and certain factual matters (the Corporate Officers Certificate); (vii) a Certificate of Full Force and Effect with respect to each LLC Guarantor issued by the Secretary of State of Ohio and dated as of September 23, 2005 (the Full Force and Effect Certificates); (viii) the articles of organization, as amended to date, of each LLC Guarantor certified by the Secretary of State of Ohio, and certified to us in the LLC Officers Certificate (as hereinafter defined) as being complete and in full force and effect as of the date thereof (the LLC Articles); (ix) a copy of the operating agreement, as amended to date, of each LLC Guarantor, certified to us in the LLC Officers Certificate as being complete and in full force and effect as of the date hereof (the LLC Operating Agreements); (x) a copy of the resolutions of the managing members or members or other governing body of each LLC Guarantor with respect to the transactions referred to herein, certified to us in the Corporate Officers Certificate as being complete and in full force and effect as of the date thereof (the LLC Resolutions); (xi) an Officers Certificate, dated as of the date hereof, executed by officers of each LLC Guarantor as to incumbency of officers and certain factual matters (the LLC Officers Certificate); and (xii) such other certificates, documents, instruments, laws, statutes, regulations and other matters as we have deemed necessary or advisable in order to render the following opinions. In rendering the opinions expressed below, we have, with your permission, assumed, without independent investigation or verification (i) that the signatures of persons signing all documents in connection with which this opinion is rendered are authentic and genuine, (ii) that all documents submitted to us as originals or duplicate originals are authentic and all documents submitted to us as copies, whether certified or not, conform to authentic

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document September 28, 2005 Page 3 original documents, (iii) the due completion, execution and acknowledgment as indicated thereon and delivery of each of the Guarantees by all parties, other than the Ohio Guarantors; (iv) that each party, other than the Ohio Guarantors, to the Guarantees has all necessary power and authority to enter into, execute, deliver and perform each of the Guarantees; (v) that the execution, delivery and performance of each of the Guarantees by each party thereto, other than by the Ohio Guarantors, have been duly authorized by all necessary action; (vi) that the Guarantees constitute the legal, valid and binding obligations of each of the parties thereto, other than the Ohio Guarantors, and are enforceable against each such party in accordance with their respective terms; (vii) that each of the Guarantees is supported by adequate consideration, in each case consistent with and sufficient for the purpose of the particular Guarantee; (viii) the due execution, authentication and delivery of the Notes; (ix) that upon due execution, authentication and delivery of the Notes, the Notes will constitute the legal, valid and binding obligation of each of the parties thereto, and will be enforceable against each such party in accordance with their terms (x) the Indenture constitute the legal, valid and binding obligation of each of the parties thereto, and is enforceable against each such party in accordance with its terms; (xi) that the terms of each of the final, executed Guarantees will not differ from the terms of the unexecuted form of Guarantee attached hereto as Exhibit A in any respect material to this opinion; (xii) that the terms of the Guarantees are substantially the same as the terms set forth in the draft of the Offering Memorandum relating to the Notes, dated March 3, 2005 (the Offering Memorandum); (xiii) that the laws of any jurisdiction other than the State of Ohio which may govern any one or more of the Guarantees are not inconsistent with the laws of the State of Ohio in any matter material to this opinion; (xiv) that all of the terms, provisions and conditions of, or relating to, the transactions contemplated by the Guarantees are correctly and completely embodied in the Guarantees; and (xv) the negotiation, execution, delivery and performance of the Guarantees have been and will be free from any fraud, misrepresentation, duress or criminal activity on the part of any party. As to all matters of fact which are material to our opinion, we have relied, without any independent due diligence or other investigation, upon the truth and accuracy of the representations, warranties and recitals of fact (as opposed to conclusions of law) made or set forth in the Guarantees and in the Corporate Officers Certificate and the LLC Officers Certificate. We have relied solely upon the examinations and inquiries recited herein and, except for the examinations and inquiries recited herein, we have not undertaken any independent investigation to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn. Without limiting the generality of the foregoing, we have made no examination of the character, organization, activities or authority of any party, other than the Ohio Guarantors, to any of the Guarantees which might have any effect upon our opinions expressed herein. As used in the opinions expressed herein with respect to the Corporate Guarantors, the phrases necessary corporate power and authority and duly authorized by all necessary corporate action refer and are limited to the Ohio General Corporation Law (Ohio

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document September 28, 2005 Page 4 Revised Code (R.C.) Chapter 1701) and to the Corporate Articles and the Corporate Regulations. As used in the opinions expressed herein with respect to the LLC Guarantors, the phrases necessary limited liability company power and authority and duly authorized by all necessary limited liability company action refer and are limited to the Ohio Limited Liability Company Act (R.C. Chapter 1705) and to the LLC Articles and the LLC Operating Agreements. In issuing this opinion letter, we have acted only as lawyers admitted to the practice of law in the State of Ohio. We have undertaken no investigation of the laws of any state or other jurisdiction other than the State of Ohio. Accordingly, please be advised that we express no opinion as to the laws of any state or jurisdiction other than the State of Ohio. Based upon and subject to the foregoing and the further qualifications set forth below, as of the date of this opinion (or as of the date of any assumption made herein or the date of any certificate or other document stated to have been examined, made or otherwise relied upon by us), we are of the opinion that: 1. Each of the Corporate Guarantors is a corporation under the Ohio General Corporation Law (R.C. Chapter 1701). Based solely upon the Corporate Good Standing Certificates, each of the Corporate Guarantors is validly existing and in good standing under the laws of the State of Ohio. 2. The Guarantees of each of the Corporate Guarantors have been duly authorized by all necessary corporate action of each respective Corporate Guarantor. Assuming that the Guarantees were governed by the laws of the State of Ohio for the purpose of rendering the opinion set forth in this paragraph 2, when executed in accordance with the terms of the Indenture and upon due execution, authentication and delivery of the Notes in accordance with the terms of the Indenture, each of the Guarantees will be the legally valid and binding obligation of each of the Corporate Guarantors, enforceable against each respective Corporate Guarantor in accordance with its terms. 3. Each of the LLC Guarantors is a limited liability company under the Ohio Limited Liability Company Act (R.C. Chapter 1705). Based solely upon the Full Force and Effect Certificates, each of the LLC Guarantors is validly existing and in full force and effect under the laws of the State of Ohio. 4. The Guarantees of each of the LLC Guarantors have been duly authorized by all necessary limited liability company action of each respective LLC Guarantor. Assuming that the Guarantees were governed by the laws of the State of Ohio for the purpose of rendering the opinion set forth in this paragraph 4, when executed in accordance with the terms of the Indenture and upon due execution, authentication and delivery of the Notes in accordance with the terms of the Indenture, each of the Guarantees will be the legally valid and binding obligation of each of the LLC Guarantors, enforceable against each respective LLC Guarantor in accordance with its terms.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document September 28, 2005 Page 5 All of the opinions expressed above are subject to the following additional qualifications: Our opinions expressed herein are subject to the limitations, if any, of Title 11 U.S.C., as amended, and of the applicable insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors rights generally and by principles of equity. In addition, certain remedial and other provisions of the Guarantees may be limited by (a) implied covenants of good faith, fair dealing and commercially reasonable conduct and (b) judicial discretion, in the instance of multiple or equitable remedies. We have not conducted requisite factual or legal examinations, and accordingly we express no opinion, with respect to the application, if any, of laws concerning or promulgated by (a) environmental effects or agencies; (b) fraudulent dispositions or obligations (R.C. Chapter 1336 and R.C. Section 1313.56); (c) securities laws or securities commissions or agencies; (d) antitrust laws; (e) industries the operations, financial affairs or profits of which are regulated by the United States or the State of Ohio, to wit, banks and thrift institutions, insurance and utilities under R.C. Title 49; (f) racketeer influenced and corrupt organizations (RICO) statutes; (g) political subdivisions of the State of Ohio; (h) any order of any court or other authority directed specifically to any party to the Guarantees; or (i) any taxes or tax effects. In addition, we express no opinion as to the enforceability of rights, provisions or interests to the extent, if any, dependent upon the enforceability of (a) waivers of rights or defenses of debtors or others which may not be waived or which may be waived only under certain circumstances under applicable law; (b) provisions of the Guarantees to the extent held to require the payment of interest on interest; (c) any provision for the award of attorneys fees to an opposing party; (d) provisions which purport to choose the governing law, venue and jurisdiction; (e) provisions which purport to waive the right to a jury trial; (f) powers of attorney; (g) provisions, if any, that are ambiguous or inconsistent within a Guarantee or among the Guarantees; or (h) the Guarantees against any party that does not execute the Guarantees. The following rights and remedies provided for in the Guarantees may also be affected or rendered unenforceable by Ohio law governing the same: (a) provisions for payment or repayment of charges, late charges and expenses, to the extent the same are determined to be a penalty, may not be enforceable; (b) the periods of notice to the Ohio Guarantors prior to the other parties exercising certain rights and remedies may not satisfy any standard for reasonableness in effect at the time of such action; and (c) public policy considerations may limit the rights of the other parties to indemnification against actions taken by such other parties under the Guarantees in violation of applicable law or public policy. We express no opinion regarding the necessity of any party, other than the Ohio Guarantors, to qualify to do business in Ohio or the impact the same (or the failure of such qualification) may have on the ability to use Ohios courts to enforce the Guarantees. In connection with rendering the opinions expressed herein, we have not reviewed any documents other than those documents identified above as having been examined by us.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document September 28, 2005 Page 6 Without limiting the generality of the foregoing, we have not examined, and we express no opinion with respect to: (a) the Registration Statement (except we have examined the section of the Registration Statement that references our firm under the heading Legal Matters for the sole purpose of the last sentence of this opinion letter); (b) the Indenture; (c) the Notes; (d) the Offering Memorandum; (e) the purchase agreement relating to the Notes; or (f) the exchange and registration rights agreement relating to the Notes. We have neither examined, nor do we opine upon, any provision or matter to the extent that the examination or opinion would require a financial, mathematical or accounting calculation or determination. The opinions expressed herein are limited to the laws of the State of Ohio having effect on the date hereof, and we express no opinion as to the laws of any other jurisdiction. The opinions expressed herein are furnished for your benefit in connection with the Guarantees and may be relied upon by you and by persons entitled to rely upon them pursuant to the applicable provisions of federal securities laws. Except as expressly provided in the previous sentence, the opinions expressed herein may not be relied upon, assigned, quoted or otherwise used in any manner or for any purpose by any other person or entity, without our specific prior written consent. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference of our firm under the heading Legal Matters in the Registration Statement. Very truly yours,

/s/ Vorys, Sater, Seymour and Pease LLP

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Schedule 1 Ohio Corporate Guarantors Celina Landfill, Inc. Cherokee Run Landfill, Inc. Dempsey Waste Systems II, Inc. Noble Road Landfill, Inc. Port Clinton Landfill, Inc. Preble County Landfill, Inc. RC Miller Enterprises, Inc. RC Miller Refuse Service, Inc. Ross Bros. Waste & Recycling Co. The Ecology Group, Inc. Warner Hill Development Company Williams County Landfill Inc.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Schedule 2 Ohio LLC Guarantors AWIN Leasing II, LLC Carbon Limestone Landfill, LLC County Environmental Landfill, LLC County Land Development Sanitary Landfill, LLC General Refuse Service of Ohio, LLC Lorain County Landfill, LLC Lucas County Landfill, LLC

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SENIOR GUARANTEE For value received, each of the undersigned hereby jointly and severally unconditionally guarantees, on a senior basis to the Holder of the Note upon which this Senior Guarantee is endorsed, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of, premium, if any, and interest on such Note when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, purchase or otherwise, according to the terms thereof and of the Indenture. In case of the failure of the Company punctually to make any such payment, each of the Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company. Further, in the case of the failure of any Subsidiary Guarantor punctually to make any payment required of it hereunder, Allied agrees to cause such payment to be made when and as the same shall become due and payable, as if such payment were made by such Subsidiary Guarantor. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Note or the Indenture, the absence of my action to enforce the same, any creation, exchange, release or non- perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee of, all or of any of the Notes, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest by the Company, as debtor-in-possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Notes, any waiver or consent by the Holder of such Note or by the Trustee or either of them with respect to any provisions hereof or of the Indenture, the obtaining of any judgment against the Company (or with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor), any right to require a proceeding first against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor), protest or notice with respect to such Note (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) or the indebtedness evidenced thereby and all demands whatsoever, and agrees that this Senior Guarantee will not be discharged except by complete performance of the obligations contained in such Note (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) and in this Senior Guarantee. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal of, premium, if any, or interest on such Note (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees), subject to the terms and conditions set forth in the Indenture, directly against each or any of the Guarantors (or, with respect to the Allied Subsidiary Guarantee, against Allied) to enforce this Senior Guarantee without first proceeding against the Company (or, with respect to the Allied Subsidiary Guarantee, against any Subsidiary Guarantor). Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document interest on the Notes or to enforce or exercise any other right or remedy with respect to the Notes (or, with respect to the Allied Subsidiary Guarantee, to enforce or exercise the Subsidiary Guarantees), or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No reference herein to the Indenture and no provision of this Senior Guarantee or of the Indenture shall alter or impair (i) the Senior Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and interest on the Note upon which this Senior Guarantee is endorsed, or (ii) the Allied Subsidiary Guarantee, which is absolute and unconditional, of the due and punctual performance by the Subsidiary Guarantors of their obligations under the Subsidiary Guarantees. Each Guarantor shall be subrogated to all rights of the Holder of such Note against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) in respect of any amounts paid by such Guarantor on account of such Note (or, with respect to the Allied Subsidiary Guarantee, on account of the Subsidiary Guarantees) pursuant to the provisions of its Senior Guarantee or the Indenture; provided, however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, premium, if any, and interest on the Note upon which this Senior Guarantee is endorsed and all other Notes issued under the Indenture shall have been paid in full. This Senior Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) for liquidation or reorganization, should the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Companys assets (or with respect to the Allied Subsidiary Guarantee, the assets of any Subsidiary Guarantor) and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantee) is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a voidable preference, fraudulent transfer or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Senior Guarantee. The Guarantors or any particular Guarantor shall be released from this Senior Guarantee upon the terms and subject to certain conditions provided in the Indenture. By delivery of a supplemental indenture to the Trustee in accordance with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor after the date of the Indenture will be deemed to have executed and delivered this Subsidiary Guarantee for the benefit of the Holder of the Note upon which this Subsidiary Guarantee is endorsed, and Allied will be deemed to have guaranteed the Subsidiary Guarantee of such Person, with the same effect as if such Subsidiary Guarantor was named below and had executed and delivered this Subsidiary Guarantee.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document All terms used in this Senior Guarantee which are defined in the Indenture referred to in the Note upon which this Senior Guarantee is endorsed shall have the meanings assigned to them in such Indenture. This Senior Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Senior Guarantee is endorsed shall have been executed by the Trustee under the Indenture by manual signature. Reference is made to Article Fifteen of the Indenture for further provisions with respect to this Senior Guarantee. THIS SENIOR GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, each of the Guarantors has caused this Senior Guarantee to be duly executed.

Allied Waste Industries, Inc., As Guarantor of the Notes and as Guarantor of the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees

By: /s/ Steven Helm Name: Steven Helm Title: Executive Vice President, General Counsel and Corporate Secretary

Each of the Subsidiary Guarantors Listed on Schedule I to the Indenture, As Guarantor of the Notes

By: * /s/ Steven Helm Name: Steven Helm Title: Vice President

* Signing as duly authorized officer for each such Subsidiary Guarantor.

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop, Suite 100 Scottsdale, AZ 85260 Re: Registration Statement on Form S-4 (Reg. No. 333-126239)

Ladies and Gentlemen: In connection with the registration of $600,000,000 in aggregate principal amount of 1 7 /4% Series B Senior Notes due 2015 (the Exchange Notes) by Allied Waste North America, Inc., a Delaware corporation (the Company), and the guarantees of the Exchange Notes (the Guarantees) by each of the entities listed on Schedule A hereto (each a Guarantor and collectively the Guarantors), under the Securities Act of 1933, as amended (the Act), on Form S-4 filed with the Securities and Exchange Commission (the Commission) on September 28, 2005 (the Registration Statement), as amended, you have requested our opinion with respect to matters set forth below. The Exchange Notes and the related Guarantees will be issued pursuant to a supplemental indenture (the Sixteenth Supplemental Indenture), dated March 9, 2005, to an indenture dated December 23, 1998, among the Company, the guarantors named therein and U.S. Bank National Association, as trustee (the Trustee) (the Base Indenture, together with the Sixteenth Supplemental Indenture, the Indenture). The Exchange Notes 1 and the Guarantees will be issued in exchange for the Companys outstanding 7 /4% Series A Senior Notes due 2015 (the Outstanding Notes) on the terms set forth in the prospectus contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto (the Exchange Offer). The Indenture, the Exchange Notes and the Guarantees are sometimes referred to herein collectively as the Operative Documents. Capitalized terms used herein without definition have the meanings assigned to them in the Indenture. In our capacity as your special Oklahoma counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Guarantors in connection with the authorization and issuance of the Guarantees. In addition, we have made such legal and factual examinations and inquiries examinations and inquiries, including the examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 2 and limited liability company records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. In connection with this opinion, we have assumed that the Exchange Offer will be conducted on such terms and conditions as are set forth in the prospectus contained in the Registration Statement to which this opinion is an exhibit. In connection with this opinion, we have assumed that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and the Exchange Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement. We are members of the bar of the State of Oklahoma. The opinions expressed herein are limited exclusively to the laws of the State of Oklahoma, and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign. Subject to the foregoing and the other matters set forth herein, it is our opinion as of the date hereof: 1. Each of the Guarantors is a corporation or a limited liability company, as applicable, under the Oklahoma General Corporation Act or the Oklahoma Limited Liability Act, as applicable, and is validly existing and in good standing under the laws of the State of Oklahoma. 2. The Guarantee of each of the Guarantors has been duly authorized by all necessary corporate or limited liability company action, as applicable, of each respective Guarantor, and when executed in accordance with the terms of the Indenture and upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, each of the Guarantees will be the legally valid and binding obligation of the respective Guarantor, enforceable against such Guarantor in accordance with its terms. The opinion rendered in paragraph 2 above relating to the enforceability of the Guarantees is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors, (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or law, and the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 2 discretion of the court before which any proceeding therefore may be brought, and (iii) we express no opinion concerning the enforceability of the waiver of rights or defenses contained in Section 5.15 of the Base Indenture. We have not been requested to express, and with your knowledge and consent, do not render, any opinion as to the applicability to the obligations of the Guarantors under the Indenture or the Guarantees of Section 548 of the United States Bankruptcy Code or applicable state law relating to fraudulent transfers and obligations. To the extent the obligations of the Guarantors under the Indenture may be dependent upon such matters, we assume for purposes of this opinion that the Company and the Trustee are duly organized, validly existing and in good standing under the laws of their jurisdiction of organization; that the Company and the Trustee are duly authorized to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed and delivered by the Company and the Trustee and constitutes the legally valid, binding and enforceable obligation of the Company and the Trustee enforceable against the Company and the Trustee in accordance with its terms; that the Trustee and the Company are in compliance, generally and with respect to acting as a trustee under the Indenture, with applicable laws and regulations; and that the Company and the Trustee have the requisite organizational and legal power and authority to perform their respective obligations under the Indenture. We authorize Latham & Watkins LLP to rely on this opinion in delivering its opinion to you as filed as an exhibit to the Registration Statement. This opinion is for your benefit in connection with the transactions contemplated by the Operative Documents and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading Legal Matters in the prospectus contained therein. By giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission issued thereunder.

Very truly yours, /s/ McKinney & Stringer, P.C. McKinney & Stringer, P.C.

Name of Company State of Incorporation ADS, Inc. Oklahoma

Allied Waste Services of Stillwater, Inc. Oklahoma

American Disposal Services of Missouri, Inc. Oklahoma

Pittsburgh County Landfill, Inc. Oklahoma

LIMITED LIABILITY COMPANIES

Name of Company State of Formation BFI Waste System of Oklahoma, LLC Oklahoma

Oklahoma City Landfill, L.L.C. Oklahoma

1727 NW HOYT STREET PORTLAND, OREGON 97209 TELEPHONE (503) 222-4402 FAX (503)243-2944 Gary Firestone [email protected]

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260

Re: Opinion of Local Counsel Guaranty of Oregon Corporations relating to Allied Waste North America, Inc. Indenture

Ladies and Gentlemen: We provide this opinion letter regarding the following entities, which will be collectively referred to as Oregon Guarantors. Agri-Tech, Inc. of Oregon Albany-Lebanon Sanitation, Inc. Bio-Med of Oregon, Inc. Capitol Recycling and Disposal, Inc. Corvallis Disposal Co. Dallas Disposal Co. Grants Pass Sanitation, Inc. Keller Drop Box, Inc. McInnis Waste Systems, Inc. Peltier Real Estate Company Portable Storage Co. Rossman Sanitary Service, Inc. Source Recycling, Inc. United Disposal Service, Inc. Valley Landfills, Inc. Waste Control Systems, Inc. WDTR, Inc. Willamette Resources, Inc.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Opinion of Local Counsel Oregon Page 2 Although we represent certain of the Oregon Guarantors from time to time in connection with specific transactions, we are not general counsel to any Oregon Guarantor, and we did not participate in the formation or organization of any Oregon Guarantor. We have been requested to provide to you, as counsel on this matter only, our opinion as to the corporate status of the Oregon Guarantors and their authorization to take action relating to the Guarantees.

DOCUMENTS REVIEWED In rendering our opinion, we have examined copies identified to our satisfaction as true copies of the originals of the following documents: The Senior Indenture dated December 23, 1998, Allied Waste North America as issuer, various guarantors, and U.S. Bank Trust 1. National Association, as Trustee. The Sixteenth Supplemental Indenture dated March 9, 2005, among Allied Waste North America, Inc. Allied Waste Industries, Inc., 2. various guarantors, and U.S. Bank National Association as trustee. 3. The Senior Guaranty form. The documents listed as 1 through 3 above are collectively referred to herein as the Indenture Documents. In addition to the Indenture Documents, we also have been furnished with and have examined the following: Certificates issued by the State of Oregon, Office of the Secretary of State, Corporation Division, with respect to each Oregon 1. Guarantor, dated September 19, 2005, copies of which are attached and incorporated by this reference. Copies of the Document Files maintained by the State of Oregon, Office of the Secretary of State, Corporations Division, with respect to 2. each Oregon Guarantor, as of September 19, 2005. Copies of Minutes of the Board of Directors of the Corporate Guarantors Listed on Exhibit A dated March 4, 2005 (the Corporate 3. Minutes). 4. Copies of the by-laws of each Oregon Guarantor. 5. Other documents and instruments described in the above-listed documents.

RELIANCE WITHOUT INVESTIGATION We disclaim any responsibility for any changes that may have occurred with respect to the status of Guarantor from and after the respective dates of the Certificates mentioned above.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Opinion of Local Counsel Oregon Page 3 We also assume that the Certificates and the public records upon which they are based are accurate and complete. Except to the extent the information constitutes a statement, directly or in practical effect, of any legal conclusion at issue, we have relied without investigation or analysis upon the information contained in representations by the Oregon Guarantors in the Indenture Documents and in the Corporate Minutes and by the certifications of public officials. We have made no independent investigation with regard to such matters or with regard to any warranties and representations made by any party in the Indenture Documents or of any related matters. Except as specifically identified herein, we have not been retained or engaged to perform, and we have not performed, any independent review or investigation of (1) any agreement or instrument to which the Oregon Guarantors may be a party or by which the Oregon Guarantors may be bound other than the Guarantees, or (2) any order of any governmental or public body or authority to which the Oregon Guarantors may be subject.

ASSUMPTIONS This opinion letter assumes: (i) All parties other than the Oregon Guarantors have satisfied all necessary legal requirements applicable to them and that they have all necessary corporate authority to enter into the documents that are part of the indenture transaction. (ii) the legal capacity of all natural persons to enter into and perform their respective obligations under the Indenture Documents; (iii) the authenticity and completeness of all documents submitted to us for review, that each such document that is a copy conforms to an authentic original, and that all signatures on each such document are genuine;

OPINIONS Subject to the qualifications stated herein, we are of the opinion that: 1. Each of the Oregon Guarantors is a corporation organized under the Oregon Business Corporation Act. Based on certificates from public officials, we confirm that the each of the Oregon Guarantors is validly existing and in good standing under the laws of the State of Oregon. 2. The Guarantees of the Oregon Guarantors have been duly authorized by all necessary corporate action of each Oregon Guarantor, and when executed in accordance with the terms of the Indenture and upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, each of the Guarantees will be the legally valid and binding obligation of the respective Oregon Guarantor, enforceable against such Oregon Guarantor in accordance with its terms.

LIMITATIONS None of the opinions herein expressed include any implied opinion and the opinions are specifically subject to and qualified by the following: 1. Regardless of the states in which members of this firm are licensed to practice, our opinion is limited to the laws of Oregon and to applicable federal laws. 2. This opinion is provided to you as a legal opinion only, and not as a guaranty or warranty of the matters discussed herein. Our opinion is limited to the matters expressly stated herein, and no other opinions may be implied or inferred. 3. Without limiting any other disclaimers or limitations contained in this opinion, we express no opinion as to any matter whatsoever relating to: (a) the accuracy or completeness of any financial, accounting, or statistical information; (b) the accuracy or completeness of any representations made by any Oregon Guarantor; (c) the financial status of any Oregon Guarantor; (d) the ability of any Oregon Guarantor to meet its obligations under the Guarantees; 4. This opinion is rendered at the request of the Oregon Guarantors as a requirement for completing the indenture transaction. This opinion does not establish any attorney-client relationship between this firm and any party other than the Oregon Guarantors. Nothing contained in this opinion shall be deemed to constitute a waiver of the attorney-client privilege between this firm and the Oregon Guarantors. This opinion is for your benefit in connection with the transactions contemplated by the Operative Documents and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Companys registration statement on Form S-4 and to the reference of our firm under the heading Legal Matters. Very truly yours, /s/ Gary Firestone

Reed Smith LLP 2500 One Liberty Place 1650 Market Street Philadelphia, PA 19103-7301 215.851.8100 Fax 215.851.1420

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260

Ladies and Gentlemen: Pursuant to your request, we are acting as special Pennsylvania counsel for Allied Acquisition Pennsylvania, Inc., Allied Waste Systems of Pennsylvania, LLC, BFI Transfer Systems of Pennsylvania, LLC, BFI Waste Services of Pennsylvania, LLC, Greenridge Reclamation, LLC, Greenridge Waste Services, LLC and New Morgan Landfill Company, Inc. (collectively, the Guarantors) in connection with the Guarantees described below. Each of the Guarantors is executing a Senior Guarantee (a Guarantee) which will be attached to and will guarantee payment of $600,000,000 in aggregate principal amount of your 7 1/4% Series B Senior Notes due 2015 (the Exchange Notes). The Exchange Notes and the Guarantees are issued under your Senior Indenture dated December 23, 1998 (the Indenture) and a Sixteenth Supplemental Indenture dated as of March 9, 2004 (the Supplemental Indenture) each from you, as issuer, to U.S. Bank National Association, as trustee. The Exchange Notes are being issued in connection with your exchange offer to exchange the Exchange Notes for $600,000,000 in aggregate principal amount of your 7 1/4% Series A Senior Notes due 2015 issued on March 9, 2005 (the Outstanding Notes). We have reviewed the organizational documents, including by-laws, of each of the Guarantors, as well as authorizing resolutions of the corporate Guarantors and the managing members of the limited liability company Guarantors dated March 4, 2005 (collectively the Resolutions). We have assumed that the Resolutions remain in full force and effect and have not been amended, modified, rescinded, repealed or superseded. We have also reviewed the Indenture, the Supplemental Indenture, the Outstanding Notes and the guarantees attached to the Outstanding Notes. We have not been asked to opine, and we offer no opinion, with respect to the Indenture, the Supplemental Indenture, the Outstanding Notes or the Exchange Notes. With your permission we have assumed that the Guarantees will be identical in form to the guarantees attached to Outstanding Notes. We note that the Guarantees are governed by the laws of the State of New York. We understand that you are receiving an opinion from Latham & Watkins LLP with respect to the enforceability of the Guarantees under New York law. However, our opinion in paragraph 2 below is given as if the law of the Commonwealth of Pennsylvania, without regard to its conflict of laws provisions, were chosen as the governing law of the Guarantees. We have assumed that each Guarantor has received adequate consideration for its Guarantees. We have also examined the originals or copies, certified or otherwise identified to our satisfaction, of such records of the Guarantors, certificates of public officials and representatives of the Guarantors and such other documents, and we have made such investigations of laws as we have

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 2 deemed necessary or advisable as a basis for the opinions expressed below. In addition, we have assumed (i) the authenticity of all documents submitted to us as originals and (ii) the conformity to original documents of all documents submitted to us as copies. Based upon the foregoing, and subject to the other qualifications and conditions set forth herein, we are of the opinion that: 1. Each of the Guarantors is a corporation or limited liability company, as applicable, under the Pennsylvania Business Corporation Law of 1988, as amended or the Pennsylvania Limited Liability Company Law, as applicable. Based solely on certificates of subsistence issued by the Pennsylvania Secretary of the Commonwealth, we confirm that each of the Guarantors is validly subsisting and in good standing under the laws of the Commonwealth of Pennsylvania. 2. The Guarantees have been duly authorized by all necessary corporate or limited liability company action of each respective Guarantor and when duly executed in accordance with the terms of the Indenture and upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, each of the Guarantees will be the legally valid and binding obligation of the respective Guarantors, enforceable against such Guarantors in accordance with their terms. The enforceability of the Guarantees and the availability of certain rights and remedies provided for therein may be limited or affected by (i) equitable principles which may limit the availability of certain equitable rights and remedies (such as the availability of the remedies of specific performance or of injunctive relief in certain instances), (ii) public policy or other considerations with respect to the enforceability of certain waivers and rights of indemnification, (iii) the requirement that parties act in good faith and in a commercially reasonable manner, and (iv) applicable liquidation, conservatorship, receivership, bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws from time to time in effect applicable to creditors? rights or the collection of debtors? obligations generally. This opinion is limited to the laws of the Commonwealth of Pennsylvania and the Federal laws of the United States of America. We express no opinion with respect to the applicability of, or compliance with, any securities laws (federal or state) with respect to the Indenture, the Supplemental Indenture, the Exchange Notes or the Guarantees. Our opinion is given as of the date hereof and we undertake no obligation to update this opinion. This opinion is for your benefit in connection with the transactions contemplated by the Indenture, the Supplemental Indenture, the Exchange Notes or the Guarantees and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. Specifically, we consent to your filing this opinion as an exhibit to the Companys registration statement on Form S-4 and to the reference, if any, of our firm under the heading Legal Matters.

Very truly yours,

/s/ Reed Smith LLP

JSL/CD/SWR/h

Nelson Mullins Riley & Scarborough LLP Attorneys and Counselors at Law 1320 Main Street / 17th Floor / Columbia, South Carolina 29201 Tel: 803.799.2000 Fax: 803.256.7500 www.nelsonmullins.com

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway Hayden Loop Suite 100 Scottsdale, AZ 85260 Ladies and Gentlemen: We have acted as limited local counsel for Nationswaste Catawba Regional Landfill, Inc., a South Carolina corporation (Nationswaste) and Flint Hill Road, LLC, a South Carolina limited liability company (Flint Hill) (Nationswaste and Flint Hill are collectively referred to herein as the Companies), in connection with certain limited matters regarding the execution of a Guarantee by each of the Companies in 1 connection with an exchange offer (the Exchange Offer) by Allied Waste North America, Inc. (Allied Waste) of its 7 /4% Series B Senior 1 Notes due 2015 (the Exchange Notes) for any and all of its outstanding 7 /4% Series A Senior Notes due 2015 (the Outstanding Notes) (the Exchange Notes and the Outstanding Notes are collectively referred to herein as the Notes). In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of the following documents: the original indenture relating to the notes dated December 23, 1998, and the 16th Supplement to the indenture (the indenture and the i. 16th Supplement are collectively referred to herein as the Indenture); ii. the governance documents relating to the Guarantors; and iii. such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below. In examining the foregoing documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, and the authenticity of all documents purporting to be originals and the conformity to the originals of all documents purporting to be copies. We have relied upon the representations, warranties and statements in the Indenture and on certificates of officers of the Guarantors, and on other written or oral statements (whether in person or by telephone) of officers and other representatives of those entities, and of public officials. We have assumed that Allied Waste has the power and authority to, and has taken the corporate action necessary to, execute, deliver and perform the issuance of the Outstanding Notes and the Atlanta · Charleston · Charlotte · Columbia · Greenville · Myrtle Beach · Raleigh · Winston-Salem · Washington, DC

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 2 Exchange Offer, including the issuance of the Exchange Notes, and that such Exchange Offer will be properly consummated in accordance with its terms. We have assumed that the Outstanding Notes were issued for the contemplated consideration, and that the Exchange Notes will be issued for the contemplated consideration. We have also assumed that the Guarantee to be executed by the Companies will be substantially in the form of the Guarantee executed in connection with the Outstanding Notes and will be in compliance with the Indenture and that the Guarantee will be supported by valid consideration. Based on the foregoing, and subject to the qualifications set forth below, we are of the opinion that: 1. Nationswaste is a corporation incorporated under the laws of South Carolina. Flint Hill is a limited liability company organized under the laws of the State of South Carolina. Based on the Certificates of Existence attached hereto as Exhibits A and B, respectively, each of the Guarantors is validly existing under the laws of the State of South Carolina. 2. The Guarantee executed by each of the Companies has been duly authorized by all necessary corporate or limited liability company actions, as applicable, of each respective Guarantor, and when executed and delivered in accordance with the terms of the Indenture and the applicable authorizing resolutions, and upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, each respective Guarantee will be the legally valid and binding obligation of the respective Guarantor, enforceable against such Guarantor in accordance with its terms. This opinion is for your benefit in connection with the Exchange Offer and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to Allied Wastes registration statement on Form S-4 and to the reference of our firm under the heading Legal Matters. The foregoing opinions are subject to the following qualifications: A. Our opinions herein are limited solely to the laws of South Carolina, without reference to choice of law provisions, and we express no opinion herein concerning the laws of any other jurisdiction. In this regard, we note that the Indenture, the Notes, and the Guarantee are stated to be governed by New York law. We express no opinion as to the enforceability of this choice of law provision. B. With respect to the opinions expressed in numbered paragraph 2 above, such opinions are limited (i) by judicial discretion and by principles of equity which may limit the availability of certain rights and remedies; and (ii) by the effect of (a) bankruptcy, insolvency, reorganization, moratorium and other similar laws or decisions, (b) fraudulent transfer and similar laws or decisions, and (c) other laws or decisions relating to or affecting debtors

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 3 obligations or creditors rights generally. Such opinions also are limited by laws and equitable doctrines including, but not limited to, any requirement that the parties to agreements act reasonably and in good faith and give reasonable notice prior to exercising rights and remedies. In addition, we express no opinion regarding the effectiveness of any of the provisions of any document whereby any person or entity waives or otherwise limits procedural or substantive rights or other or similar provisions related to disclaimers, liability limitation, releases of other legal or equitable rights, or discharge or waiver of defenses. C. We express no opinion as to the legality, validity or enforceability of any right to (i) recover attorneys fees, or (ii) the agreement in any document to the jurisdiction or venue of a particular court or any provisions that purport to establish valid service of process by giving notice in the manner set forth therein. D. Our opinions are limited to the matters expressly stated herein, and no opinion may be inferred or implied beyond the matters expressly stated. E. This letter is limited to the law and facts as in existence on the date hereof, and we undertake no responsibility to revise or supplement this letter to reflect any change in the law or facts. F. The legal opinions expressed herein are an expression of professional judgment and are not a guaranty of result. This opinion is rendered solely to you in connection with the above matter. Except as expressly set forth herein, this opinion may not be relied upon by you for any other purpose or relied upon by any other person without our prior written consent.

Very truly yours,

/s/ NELSON MULLINS RILEY & SCARBOROUGH, LLP

BASS, BERRY & SIMS PLC KNOXVILLE OFFICE A PROFESSIONAL LIMITED LIABILITY COMPANY DOWNTOWN OFFICE: 900 SOUTH GAY STREET, SUITE 1700 ATTORNEYS AT LAW AMSOUTH CENTER KNOXVILLE, TN 37902 315 DEADERICK STREET, SUITE 2700 (865) 521-6200 NASHVILLE, TN 37238-3001 AMSOUTH CENTER (615) 742-6200 MEMPHIS OFFICE 315 DEADERICK STREET, SUITE 2700 THE TOWER AT PEABODY PLACE NASHVILLE, TN 37238-3001 MUSIC ROW OFFICE: 100 PEABODY PLACE, SUITE 950 (615) 742-6200 29 MUSIC SQUARE EAST MEMPHIS, TN 38103-2625 NASHVILLE, TN 37203-4322 (901) 543-5900 www.bassberry.com (615) 255-6161

September 28, 2005 Allied Waste North America, Inc. 15880 North Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260

Ladies and Gentlemen: We have acted as special Tennessee counsel to Allied Waste Industries of Tennessee, Inc. (Allied Tennessee), Browning-Ferris Industries of Tennessee, Inc. (Browning Tennessee) and Wilson County Development, LLC (Wilson LLC and, with Allied Tennessee and Browning Tennessee, the Tennessee Guarantors) in connection with the proposed exchange by Allied Waste North America, Inc. (the Issuer) of $600,000,000 aggregate principal amount of its 7 ¼% Senior Notes due 2015 to be issued under that certain Senior Indenture dated as of December 23, 1998 (the Base Indenture) among the Issuer, the guarantors named therein and U.S. Bank National Association (formerly known as U.S. Bank Trust National Association) (the Trustee), as amended and supplemented by the Sixteenth Supplemental Indenture dated as of March 9, 2005 (the Supplemental Indenture and, with the Base Indenture, the Indenture), which are to be registered under the Securities Act of 1933 (the Securities Act) pursuant to a registration statement on Form S-4 (the Registration Statement) to be filed with the Securities and Exchange Commission (the New Notes), for a like principal amount of the Issuers outstanding 7 ¼% Senior Notes due 2015 that were also issued under the Indenture and which have not been registered under the Securities Act (the Old Notes). The New Notes will be guaranteed by the Tennessee Guarantors. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, as amended. In connection with this opinion, we have examined the following documents (the Transaction Documents): (a) the Indenture; (b) the form of the Old Notes; and

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 2 (c) the form of the senior guaranty of the Tennessee Guarantors and the other entities affiliated with the Issuer attached to the Old Notes (the (Old Notes Guarantee). We have also reviewed such corporate records of the Tennessee Guarantors, such certificates of public officials and such other matters regarding the Tennessee Guarantors as we have deemed necessary or appropriate for purposes of this opinion letter. As to factual matters, we have assumed the correctness of and relied upon statements and other representations of the Tennessee Guarantors and the officers thereof set forth in the Transaction Documents and in certificates provided pursuant to or in connection with the Transaction Documents or otherwise provided to us, and upon certificates of public officials, and we have made no independent inquiries or investigations. For purposes of the opinions on the existence and good standing of the Tennessee Guarantors, we have relied solely upon certificates of existence of recent date issued by the Tennessee Secretary of State. In making such examination and in expressing our opinions, we have assumed, without investigation or inquiry: (a) the due organization and existence of all parties to the Transaction Documents, except to the extent that we express opinions in Paragraphs 1 and 2 below regarding the existence of the Tennessee Guarantors, (b) the due authorization, execution and delivery of the Transaction Documents by all parties thereto, except to the extent that we express opinions in Paragraphs 1 and 2 below regarding authorization of the Transaction Documents by the Tennessee Guarantors, (c) that all signatures on any executed documents furnished to us are genuine, all original documents submitted to us are authentic originals and all certified or other reproductions of documents submitted to us conform to the original documents, and (d) that the indebtedness incurred and obligations undertaken pursuant to the Transaction Documents have been incurred and undertaken for adequate consideration. With your permission, we have also assumed that the form of the senior guaranty of the New Notes (the Guarantee) will be identical to the Old Notes Guarantee and that the form of the New Notes will be identical to the form of the Old Notes, except for the deletion of certain restrictive legends in the form of the New Notes pursuant to the indenture. Based upon the foregoing and subject to the assumptions, limitations and qualifications herein set forth, we are of the opinion that: 1. Each of Allied Tennessee and Browning Tennessee is an existing Tennessee corporation, in good standing under the laws of Tennessee. The execution and delivery of the Guarantee and the performance and observance of the provisions thereof have been properly

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 3 authorized by all necessary corporate actions on the part of Allied Tennessee and Browning Tennessee. 2. Wilson LLC is an existing Tennessee limited liability company, in good standing under the laws of the State of Tennessee. The execution and delivery of the Guarantee and the performance and observance of the provisions thereof have been properly authorized by all necessary limited liability company actions on the part of Wilson LLC. The opinions expressed herein are limited to the laws of Tennessee. We express no opinion as to compliance with Section 48-16-401 of the Tennessee Business Corporation Act insofar as the incurrence of the obligations of Allied Tennessee or Browning Tennessee governed by the Guarantee may be deemed to be a distribution by Allied Tennessee or Browning Tennessee. We consent to your filing of this opinion as an exhibit to the Registration Statement and to reference our firm under the heading Legal Matters. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

September 28, 2005 Allied Waste North America, Inc. 15880 North Greenway Hayden Loop, Suite 100 Scottsdale, Arizona 85260

Ladies and Gentlemen: We have acted as special Texas counsel to the Texas Entities in connection with the Subsidiary Guarantees executed and delivered by them 1 in connection with the issuance by Allied Waste North America, Inc., a Delaware corporation (the Company), of $600.0 million of its 7 /4% Series B Senior Notes due 2015 (the Series B Notes), which Series B Notes are governed by that certain Senior Indenture dated as of December 23, 1998, among the Company, the guarantor parties thereto (the Guarantors) and U.S. Bank Trust National Association, as Trustee (in such capacity, the Trustee), as such Senior Indenture is supplemented by that certain Sixteenth Supplemental Indenture dated as of March 9, 2005, among the Company, Allied Waste Industries Inc., a Delaware corporation, each of the other Guarantors and the Trustee (such Senior Indenture as so supplemented, the Indenture). Capitalized terms defined herein (including in the Annex hereto) have the meanings so assigned. Capitalized terms not defined herein have the meanings assigned in the Indenture. The opinions expressed herein are furnished to you pursuant to your request in connection with the Note Guarantees. Our engagement in connection with rendering the opinions expressed herein has been limited in scope to our review of the Indenture, the Notes, the Subsidiary Guarantees of the Notes by the Texas Entities (the Notes Guarantees, and together with the Indenture and the Notes, collectively, the Indenture Documents) and the Diligence Documents, in each case solely for the purposes of the opinions expressed herein. We have not participated as counsel to the Company, any Texas Entity or any other Guarantor in regard to the formation of any of the Texas Entities, t A-the offering, issuance or sale of the Notes or the offering, issuance or exchange of any Exchange Notes, including, without limitation, the development or preparation of any offering memorandum or circular, registration statement or other disclosure document, or any agreement, instrument or document related to any of the foregoing, or the consummation of the transactions contemplated by any of the foregoing, or the internal governance considerations related to any of the foregoing. In rendering the opinions expressed herein, we have (i) examined (a) corporate and equivalent records of the Texas Entities, certificates of representatives of the Company and the Texas Entities and certificates and other communications of public officials, in each case as described in Annex A hereto (collectively, the Diligence Documents), and (b) the Indenture Documents, and (ii) as to questions of fact material to the opinions expressed herein, and as to factual matters arising in connection with our examination of the aforesaid materials, relied, to the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 2 extent we deemed appropriate, upon the factual representations and warranties contained in the Indenture Documents and in the Diligence Documents and certain facts stated elsewhere herein. In making such examination and in such reliance, we have assumed (i) the authenticity and completeness of all records, certificates, instruments, agreements and other documents submitted to us as originals, (ii) the conformity to authentic originals, records, certificates, instruments, agreements and other documents of all copies submitted to us as copies, (iii) the legal capacity of each natural person identified in, or indicated as having executed, any of those records, certificates, instruments, agreements and other documents and (iv) the genuineness of all signatures on all such records, certificates, instruments, agreements and other documents. Based upon the foregoing and in the reliance thereon, and subject to and qualified by the assumptions, qualifications, limitations and exceptions set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that: 1. Action Disposal, Inc., a Texas corporation (the Texas Corporation), is a corporation under the Texas Business Corporation Act. Based on certificates from public officials of the State of Texas, we confirm that the Texas Corporation is validly existing and in good standing under the laws of the State of Texas. 2. Each of Desarrollo del Rancho La Gloria TX, LP, a Texas limited partnership Desarrollo), El Centro Landfill, L.P., a Texas limited partnership (El Centro), Frontier Waste Services, L.P., a Texas limited partnership (Frontier), and South Central Texas Land Co. TX, LP, a Texas limited partnership (South Central, and together with Desarrollo, El Centro and Frontier, collectively, the Texas Limited Partnerships), is a limited partnership under the Texas Revised Limited Partnership Act. Based on certificates from public officials of the State of Texas, we confirm that each of the Texas Limited Partnerships is validly existing under the laws of the State of Texas. 3. Total Roll-Offs, L.L.C., a Texas limited liability company (the Texas LLC, and together with the Texas Corporation and the Texas Limited Partnerships, collectively, the Texas Entities), is a limited liability company under the Texas Limited Liability Company Act. Based on certificates from public officials of the State of Texas, we confirm that the Texas LLC is validly existing and in good standing under the laws of the State of Texas. 4. The Note Guarantee of the Texas Corporation has been duly authorized by all necessary corporate action on the part of the Texas Corporation. 5. The Note Guarantee of each Texas Limited Partnership has been duly authorized by all necessary limited partnership action on the part of each respective Texas Limited Partnership. 6. The Note Guarantee of the Texas LLC has been duly authorized by all necessary limited liability company action on the part of the Texas LLC. The foregoing opinions expressed herein are further subject to, and qualified by, the following assumptions, exceptions, qualifications and limitations:

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 3 A. The opinions expressed herein are limited exclusively to the internal laws of the State of Texas, and in no event do we express any opinion as to the application of Texas securities laws in relation to any Indenture Document, or any transaction related thereto or contemplated thereby. Reference to such laws, in addition to other limitations set forth herein, is limited to laws that are normally applicable to the opinion expressed herein. B. In rendering the opinions expressed in paragraphs 1, 2 and 3 above relating to existence, good standing or both, we have relied solely upon a review of certificates of public officials of the State of Texas, without further investigation as to matters set forth therein, as those certificates are described in Annex A hereto, and such opinions are limited to the dates of such certificates. You have informed us that you are relying on the opinions expressed herein in connection with the registration of the Series B Notes under the federal Securities Act of 1933, as amended (the Act). The opinions expressed herein are solely for the benefit of, and may only be relied upon by, you for that purpose and may be relied upon by your counsel, Latham & Watkins LLP, in connection with its opinion filed as an exhibit to the registration statement that is filed in relation to the Series B Notes. We consent to the filing of this opinion letter as an exhibit to such opinion filed by Latham & Watkins LLP. Very truly yours, /s/ Fulbright & Jaworski L.L.P.

Allied Waste North America, Inc. Texas Entities List of Documents Reviewed

1. Action Disposal, Inc. a. Articles of Incorporation, as amended, certified by the Secretary of State of the State of Texas (SOST) and dated September 19, 2005 b. Bylaws of the Texas Corporation, as certified by an authorized officer of the Texas Corporation, as of the date hereof, to be a correct and complete copy of the Bylaws of the Texas Corporation, to have been neither amended nor revoked and to be in full force and effect c. Certificate of Existence issued by SOST and dated September 26, 2005 d. Good Standing Certificate issued by the Texas Comptroller of Public Accounts (TCOPA) and dated September 26, 2005 e. Resolutions of the governing body of the Texas Corporation, as certified by an authorized officer of the Texas Corporation as of the date hereof, to be a correct and complete copy of the Resolutions duly adopted by the governing body of the Texas Corporation, to have been neither amended nor revoked and to be in full force and effect f. Officers Certificate of the Texas Corporation dated as of the date hereof, as to certain factual matters

2. Total Roll-Offs, L.L.C. a. Articles of Organization, each as amended, certified by SOST and dated September 19, 2005 b. Operating Agreement of the Texas LLC, as amended, as certified by an authorized officer of the Texas LLC as of the date hereof, to be a correct and complete copy of the Operating Agreement of the Texas LLC, to have been neither amended nor revoked and to be in full force and effect c. Certificate of Existence issued by SOST and dated September 26, 2005 d. Good Standing Certificate issued by TCOPA and dated September 26, 2005 e. Resolutions of the governing body of the Texas LLC, as certified by an authorized officer of the Texas LLC as of the date hereof, to be a correct and complete copy of the Resolutions duly adopted by the governing body of the Texas LLC, to have been neither amended nor revoked and to be in full force and effect f. Officers Certificate of the Texas Corporation dated as of the date hereof, as to certain factual matters

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3. Desarrollo del Rancho La Gloria TX, LP a. Certificate of Limited Partnership, as amended, issued by SOST and dated September 19, 2005 b. Agreement of Limited Partnership of Desarrollo, as amended, as certified by an authorized officer of Allied Waste Landfill Holdings, Inc., a Delaware corporation (Landfill), the general partner of Desarrollo, as of the date hereof, to be a correct and complete copy of the Agreement of Limited Partnership of Desarrollo, to have been neither amended nor revoked and to be in full force and effect c. Certificate of Existence issued by SOST and dated September 26, 2005 d. Resolutions of the governing body of Desarrollo, as certified by an authorized officer of Landfill, the general partner of Desarollo, as of the date hereof, to be a correct and complete copy of the Resolutions duly adopted by the governing body of Desarrollo, to have been neither amended nor revoked and to be in full force and effect e. Officers Certificate of Landfill, the general partner of Desarrollo, dated as of the date hereof, as to certain factual matters

4. El Centro Landfill, L.P. a. Certificate of Limited Partnership, as amended, issued by SOST and dated September 19, 2005 b. Agreement of Limited Partnership of El Centro, as amended, as certified by an authorized officer of Landfill, the general partner of El Centro, as of the date hereof, to be a correct and complete copy of the Agreement of Limited Partnership of El Centro, to have been neither amended nor revoked and to be in full force and effect c. Certificate of Existence issued by SOST and dated September 26, 2005 d. Resolutions of the governing body of El Centro, as certified by an authorized officer of Landfill, the general partner of El Centro, as of the date hereof, to be a correct and complete copy of the Resolutions duly adopted by the governing body of El Centro, to have been neither amended nor revoked and to be in full force and effect e. Officers Certificate of Landfill, the general partner of El Centro, dated as of the date hereof, as to certain factual matters

5. Frontier Waste Services, L.P. a. Certificate of Limited Partnership, as amended, issued by SOST and dated September 19, 2005 b. Agreement of Limited Partnership of Frontier, as amended, as certified by an authorized officer of Landfill, the general partner of Frontier, as of the date hereof, to be a correct and complete copy of the Agreement of Limited Partnership of Frontier, to have been neither amended nor revoked and to be in full force and effect c. Certificate of Existence issued by SOST and dated September 26, 2005 d. Resolutions of the governing body of Frontier, as certified by an authorized officer of Landfill, the general partner of Frontier, as of the date hereof, to be a correct

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document and complete copy of the Resolutions duly adopted by the governing body of Frontier, to have been neither amended nor revoked and to be in full force and effect e. Officers Certificate of Landfill, the general partner of Frontier, dated as of the date hereof, as to certain factual matters

6. South Central Texas Land Co. TX, LP a. Certificate of Limited Partnership, as amended, issued by SOST and dated September 19, 2005 b. Agreement of Limited Partnership of South Central, as amended, as certified by an authorized officer of Landfill, the general partner of South Central, as of the date hereof, to be a correct and complete copy of the Agreement of Limited Partnership of South Central, to have been neither amended nor revoked and to be in full force and effect c. Certificate of Existence issued by SOST and dated September 26, 2005 d. Resolutions of the governing body of South Central, as certified by an authorized officer of Landfill, the general partner of South Central, as of the date hereof, to be a correct and complete copy of the Resolutions duly adopted by the governing body of South Central, to have been neither amended nor revoked and to be in full force and effect e. Officers Certificate of Landfill, the general partner of South Central, dated as of the date hereof, as to certain factual matters

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260

Re: Guarantee of Allied Waste North America, Inc.s (AWNA) Senior Notes due 2015 issued pursuant to the Indenture, dated as of December 23, 1998 and the Sixteenth 2015 Indenture dated March 9, 2005 (the 2015 Indenture)

Dear Ladies and Gentlemen: We have acted as special counsel for Allied Waste Transfer Services of Utah, Inc. and Wasatch Regional Landfill, Inc., both Utah corporations (collectively referred to hereafter as the Corporations) and ECDC Environmental, L.C., and Frontier Waste Services (Utah), LLC, both Utah limited liability companies (collectively referred to hereafter as the LLCs) in connection with the proposed exchange by 1 Allied Waste North America, Inc. (Allied) of $600,000,000 in aggregate principal amount of its 7 /4% Senior Notes due 2015 issued under that certain Senior Indenture dated as of December 23, 1998 (the Base Indenture) among Allied, the guarantors named therein and the U.S. Bank National Association (the Trustee) as amended and supplemented by the Sixteenth Supplemental Indenture dated as of March 9, 2005 (the Supplemental Indenture and with the Base Indenture, the 2015 Indenture), which are to be registered under the Securities Act of 1933 (the Securities Act) to be filed with the Securities and Exchange Commission (the Exchange Notes) and the guarantees of the Notes 1 due 2015 by the Guarantors (the Guarantees), for a like principal amount of Allieds outstanding 7 /4 % Senior Notes due 2015 that were also issued under the 2015 Indenture and which have not been registered under the Securities Act. The Corporations and LLCs are sometimes collectively referred to hereafter as the Utah Guarantors. Capitalized terms used in this opinion and not otherwise defined or limited herein shall have the meanings ascribed to such terms in the 2015 Indenture. In connection with this opinion, we have investigated such questions of law, examined such corporate documents and records of the Utah Guarantors and certificates of public officials and other documents, and received such information from officers and representatives of the Utah Guarantors as we have deemed necessary or appropriate for the purposes of this opinion. Specifically,

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 2 we have examined, among other documents, fully executed copies of (i) Articles of Organization and Operating Agreements of the LLCs, (ii) Articles of Incorporation and Bylaws of the Corporations, (iii) Minutes of the Members of the LLCs, and (iv) Minutes of meetings of the Board of Directors of the Corporations, (collectively the Organizational Documents) as well as (v) the Indenture (including the Form of Senior Guarantee set forth in Section 2.3 of the Indenture) and (vi) the Supplemental Indenture (collectively, the Operative Documents). In all such examinations, we have assumed the authenticity and completeness of all documents submitted to us as originals and the genuineness of signatures on such original documents. We have also assumed that each party to a document has satisfied those legal requirements that are applicable to it to the extent necessary to make those documents enforceable against it and conformity to such original documents of all copies submitted to us as certified, conformed, or photographic copies, and as to certificates and telegraphic confirmations given by public officials, we have assumed the same to have been properly given and to be accurate. Other than our review of the Operative Documents, we have undertaken no factual review or investigation in connection with this opinion. With respect to factual matters necessary to the rendition of the opinions which are hereinafter stated, we have relied on information stated or warranted in the Operative Documents or in separate certifications which we have requested in connection with this opinion. We have not participated in the negotiation of the Operative Documents, nor have we assisted in any activities regarding the indebtedness or guarantees contemplated by, or referred to in, the Operative Documents. Our examination of documents has been limited as set forth herein, and our opinion is confined to the facts set forth herein. We have assumed that each party to the Operative Documents has the power and authority to execute, deliver and perform its respective obligations under such documents, and all such documents are duly enforceable against such party. We have also relied, with respect to our opinions concerning the Utah Guarantors upon certifications of the Division of Corporations and Commercial Code for the State of Utah. Based upon the foregoing, and subject to the qualifications, exceptions and assumptions stated herein, we are of the opinion that, as of the date hereof: 1. Each of the Utah Guarantors is a corporation or limited liability company, as applicable, organized under the Utah Revised Business Corporations Act or the Utah Revised Limited Liability Company, as applicable. Based on certificates from public officials, we confirm that each of the Utah Guarantors are in existence as recognized entities under the laws of the State of Utah.

2. The Guarantee of each of the Utah Guarantors has been duly authorized by all necessary corporate or limited liability company action of each respective Utah Guarantor, and when executed in accordance with the terms of the 2015 Indenture and upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, each of the Guarantees will be the legally valid and binding obligation of the respective Utah Guarantor, enforceable against such Utah Guarantor in accordance with its terms. The opinions set forth herein are predicated upon the assumptions and are limited by the qualifications, exceptions and limitations, if any, set forth in the Operative Documents, and set forth above and below: A. We are members of the bar of the State of Utah. The foregoing opinions are limited to matters involving the current laws of the State of Utah and current federal laws, and we do not express any opinion as to matters involving the laws of any other jurisdiction. B. Our opinions (in particular, those expressing an opinion regarding the enforceability of the Subsidiary Guarantees by the Utah Guarantors) are subject to, and we express no opinion as to, the effects of (i) bankruptcy, insolvency, reorganization, arrangement, moratorium, receivership, liquidation, fraudulent conveyance and other laws or equitable principles of general application to or affecting the enforcement of creditors rights generally, and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and implied covenants of good faith and fair dealing. Without limiting the generality of the foregoing, we express no opinion as to the availability of equitable relief, including, without limitation, specific performance and injunctive relief, in any situation arising out of the transactions to which the opinions set forth herein relate. More particularly, we note that any opinion herein expressed as to enforceability is necessarily subject to: (1) the effect of Utah and federal court decisions invoking statutes or principles of equity that have held that certain covenants and provisions of agreements are unenforceable where: (a) the breach of such covenants or provisions imposes restrictions or burdens upon a party, and it cannot be demonstrated that the enforcement of such restrictions or burdens is reasonably necessary for the protection of the other party, or (b) a partys enforcement of such covenants or provisions under the circumstances would violate the implied covenant of good faith and fair dealing; and

(2) the power of federal and state courts in the exercise of judicial discretion to refuse to enforce (or to stay the enforcement of) any provision of the Subsidiary Guarantees that purports to waive the rights of a party to assert the claims or defenses available to it by statute, common law or equity. C. We express no opinion with respect to the validity, binding effect or enforceability of (i) self-help provisions, (ii) waivers of constitutional or statutory rights, (iii) provisions waiving the right to waiving rights to automatic stay, waiving statutes of limitations, provisions relating to forum selection or venue or choice of governing law, purporting to establish evidentiary standards or specifying that the rights of the parties may be waived only in writing, (iv) provisions related to waiver of remedies or defenses (or the delay or omission of enforcement thereof), disclaimers, liability limitations with respect to third parties, powers of attorney, liquidated damages or the creation of remedies not available under applicable law, (v) provisions pursuant to which any party attempts to exempt itself from liability for its own negligence, fault or actions, or providing for indemnification against criminal liability, civil penalties or punitive damages or against actions to the extent that the indemnitee has been negligent or engaged in willful misconduct, (vi) provisions requiring the payment of attorneys fees or litigation expenses, or (vii) provisions which purport to compensate any party for loss or expense in excess of actual loss or reasonable expenses or which constitute a penalty. In particular, we express no opinion as to the enforceability of provisions whereby the Utah Guarantors purports to waive, in advance of any relevant operative date or default, any substantive rights of the Utah Guarantors (including, but not limited to the aforementioned rights of redemption, notice rights, or rights to direct the order of sale of collateral). D. Although certain rights, remedies and waivers contained in the Operative Documents may be limited or rendered ineffective by applicable Utah laws or judicial decisions governing such provisions, such laws and judicial decisions do not render the Operative Documents invalid as a whole and there exist (in the Operative Documents or pursuant to current applicable law) legally adequate remedies for a realization of the principal benefits and/or security intended to be provided by the Operative Documents. Without limiting the generality of the foregoing, this opinion is subject to the following specific limitations: (1) In giving this opinion, we advise you that a Utah court may not strictly enforce certain covenants contained in the Operative Documents or allow acceleration of the maturity of the indebtedness evidenced by the Indenture if it concludes that such enforcement or acceleration would be unreasonable under the then existing circumstances. We do believe, however, that subject to the limitations

expressed elsewhere in this opinion, enforcement or acceleration would be available if an event of default occurs as a result of a material breach of a material covenant contained in the Operative Documents. (2) We express no opinion as to the enforceability of any provisions in the Agreement that relieve Lender from obligations to conduct sales under the Utah Uniform Commercial Code in a commercially reasonable manner. This opinion is for your benefit in connection with the transactions contemplated by the Operative Documents and may be relied upon only by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Companys registration statement on Form S-4 and to the reference of our firm under the heading Legal Matters. This opinion letter does not extend to and may not be delivered to, relied upon, or assigned to any other person or party.

Sincerely,

/s/ RAY QUINNEY & NEBEKER P.C. RGW/jk 840822v2

September 28, 2005 Allied Waste North America, Inc. 15880 N. Greenway-Hayden Loop Suite 100 Scottsdale, AZ 85260

Re: Registration Statement on Form S-4 (Reg. No. 333-126239)

Ladies and Gentlemen: We have acted as special Washington counsel to Rabanco, Ltd. (Rabanco), Rabanco Recycling, Inc. (Rabanco Recycling), WJR Environmental, Inc. (WJR), Rabanco Companies (Rabanco Companies) and Regional Disposal Company (RDC) in connection with the issuance of securities by Allied Waste North America, Inc. (Allied), pursuant to a Senior Indenture dated as of December 23, 1998 (the Indenture) among Allied, certain affiliates of Allied including the Washington Guarantors, and U.S. Bank National Association. Rabanco, Rabanco Recycling and WJR are referred to herein collectively as the Corporate Guarantors. Rabanco Companies and RDC are referred to herein collectively as the Partnership Guarantors. The Corporate Guarantors and the Partnership Guarantors are referred to herein collectively as the Washington Guarantors. In that capacity, we have examined the following documents: A. The Indenture; A Sixteenth Supplemental Indenture dated March 9, 2005 among Allied, certain affiliates of Allied including the Washington B. Guarantors and U.S. Bank National Association; A 7 1/4% Series A Senior Note made by Allied payable to Cede & Co. or registered assigns in the stated principal sum of C. $500,000,000; D. A Senior Guaranty made by certain affiliates of Allied including the Washington Guarantors, endorsed to such Note; A 7 1/4% Series A Senior Note made by Allied payable to Cede & Co. or registered assigns in the stated principal sum of E. $99,415,000;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 2 F. A Senior Guaranty made by certain affiliates of Allied including the Washington Guarantors, endorsed to such Note; G. The Companys Registration Statement under the Securities Act of 1933 on Form S-4 (the Registration Statement); Articles of Incorporation of Highline Disposal Company, Inc. filed with the Secretary of State of the State of Washington (the H. Secretary of State) on December 16, 1959, certified as true and correct on September 19, 2005 by the Secretary of State; Articles of Amendment of Highline Disposal Company, Inc. changing name to Sea-Tac Disposal Company filed with the Secretary of I. State October 29, 1979, certified as true and correct on September 19, 2005 by the Secretary of State; Articles of Merger of Sea-Tac Disposal Company merging Southcenter Disposal, Inc. and Center Disposal, Inc. into Sea-Tac J. Disposal Company filed with the Secretary of State November 13, 1979, certified as true and correct on September 19, 2005 by the Secretary of State; Articles of Merger of Sea-Tac Disposal Company merging Rabanco, Ltd. and Compactors Incorporated into Sea-Tac Disposal K. Company and changing the name of Sea-Tac Disposal Company to Rabanco, Ltd., filed with the Secretary of State May 26, 1982, certified as true and correct on September 19, 2005 by the Secretary of State; Articles of Merger of Rabanco, Ltd. merging City Sanitary Service Company into Rabanco, Ltd. filed with the Secretary of State L. June 12, 1985, certified as true and correct on September 19, 2005 by the Secretary of State; Articles of Merger of Rabanco, Ltd. merging Rabanco Acquisition Company into Rabanco, Ltd. filed with the Secretary of State on M. June 25, 1998, certified as true and correct on September 19, 2005 by the Secretary of State; Articles of Incorporation of Rabanco Acquisition Company filed April 23, 1998, as amended June 25, 1998 to change its name to N. Rabanco, Ltd.; Articles of Merger of Rabanco, Ltd. merging Waste Associates, Inc., MJS Associates, Inc., and Rabanco Regional Landfill Company O. into Rabanco, Ltd. filed with the Secretary of State January 9, 2003, certified as true and correct on September 19, 2005 by the Secretary of State; Articles of Merger of Rabanco, Ltd. merging Paper Fibers, Inc., Alaska Street Associates, Inc., Rabanco Intermodal/B.C., Inc., S&L, P. Inc., CCAI, Inc., SSWI,

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 3 Inc., United Waste Control Corp., Seattle Disposal Company, Inc., Northwest Waste Industries, Inc. and Rabanco Connections International, Inc. into Rabanco, Ltd. filed January 17, 2003, certified as true and correct on September 19, 2005 by the Secretary of State; Q. Bylaws of Rabanco, Ltd.; A Certificate of Existence/Authorization of Rabanco, Ltd. issued by the Washington Secretary of State and dated September 19, R. 2005; Articles of Incorporation of WJR Environmental, Inc. filed with the Secretary of State on May 17, 1991, certified as true and correct S. on September 19, 2005 by the Secretary of State; Articles of Merger of WJR Environmental, Inc. merging Rabanco Acquisition Company Five into WJR Environmental, Inc., filed T. with the Secretary of State on June 25, 1998, certified as true and correct on September 19, 2005 by the Secretary of State; U. Bylaws of WJR Environmental, Inc.; A Certificate of Existence/Authorization of WJR Environmental, Inc. issued by the Washington Secretary of State and dated V. September 19, 2005; Articles of Incorporation of Rabanco Recycling, Inc. filed with the Secretary of State on April 18, 1988, certified as true and correct W. on September 19, 2005 by the Secretary of State; Articles of Merger of Rabanco Recycling, Inc. merging Rabanco Acquisition Company Two into Rabanco Recycling, Inc., filed with X. the Secretary of State on June 25, 1998, certified as true and correct on September 19, 2005 by the Secretary of State; Y. Bylaws of Rabanco Recycling, Inc.; A Certificate of Existence/Authorization of Rabanco Recycling, Inc. issued by the Washington Secretary of State and dated Z. September 19, 2005; Restated Joint Venture Agreement of Regional Disposal Company dated June 2, 1993, as amended by that certain Amendment No. 1 to Restated Joint Venture Agreement of Regional Disposal Company effective as of December 1, 1993, by that certain Consent of AA. Partners of Regional Disposal Company entered into December 30, 2002, and by that certain Consent of Partners and Amendment No. 2 to Restated Joint Venture Agreement of Regional Disposal Company;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 4 Partnership Agreement for Rabanco Companies dated November 25, 1985, as amended by that certain First Amendment to Partnership Agreement dated November 25, 1985 and signed November 19, 1986, as amended by that certain Second Amendment to Partnership Agreement dated November 25, 1985 and signed July 15, 1988, as amended by that certain Third Amendment to BB. Partnership Agreement dated November 25, 1985 and signed April 30, 1990, as amended by that certain Withdrawal Agreement and Fourth Amendment to Partnership Agreement of Rabanco Companies dated November 25, 1985 and made effective as of December 31,1997. CC. Minutes of the Board of Directors of the Corporate Guarantors dated March 4, 2005; DD. Minutes of the Partnership Governing Bodies of the Partnership and Limited Partnershp Guarantors dated March 4, 2005; EE. Exercise of Delegated Authority on behalf of Rabanco Companies dated as of September 28, 2005; FF. Exercise of Delegated Authority on behalf of Regional Disposal Company dated as of September 28,2005; Such other documents, matters, statutes, ordinances, published rules and regulations, published judicial and governmental decisions GG. interpreting or applying the same, and other official interpretations as we deem applicable in connection with this opinion. The documents described in clauses C and E above are referred to herein as the Outstanding Notes and we understand they will be exchanged for Series B Notes, which are referred to herein as the Exchange Notes. The guaranties endorsed to the Exchange Notes are referred to herein as the Guarantees. The documents described in clauses A through F, the Exchange Notes and the Guarantees above are referred to herein collectively as the Documents. Members of our firm are admitted to the bar in the State of Washington and we express no opinion as to the laws of any other jurisdiction. In reaching the opinions set forth below, we have assumed, and to our knowledge there are no facts inconsistent with, the following: Each of the parties, other than the Washington Guarantors, to the Documents has duly and validly executed and delivered each such (a) instrument, document and

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 5 agreement to which such party is a signatory, and such partys obligations are enforceable in accordance with their respective terms. Each person, other than the Washington Guarantors, executing any of the Documents, whether individually or on behalf of an entity, (b) is duly authorized to do so. (c) All signatures on all Documents are genuine. All Documents submitted to us as originals are authentic; all Documents submitted to us as certified or photostatic copies conform to (d) the original document, and all Documents and other public records reviewed are accurate and complete. (e) That Jo Lynn White is the corporate secretary of Rabanco, Rabanco Recycling and WJR. (f) That Jo Lynn White is the partnership secretary of RDC and Rabanco Companies. That the Minutes of the Partnership Governing Bodies of the Partnership and Limited Partnership Guarantors dated March 4, 2005 (g) accurately reflect the resolutions duly adopted by the respective partners of RDC and Rabanco Companies, at a meeting duly called with notice delivered or waived as required by the partnership Guarantors respective partnership agreements. That the Minutes of the Board of Directors of the Corporate Guarantors dated March 4, 2005 accurately reflect the resolutions duly adopted by the directors of each of Rabanco, Rabanco Recycling and WJR at a meeting duly called with notice delivered or waived in (h) conformity with the Washington Business Corporations Act, and the Articles of Incorporation and the Bylaws of each of Rabanco, Rabanco Recycling and WJR. That all articles, bylaws, partnership agreements and other relevant constituent documents, as amended, have been duly adopted and (i) are fully effective. (j) That the Guarantees will be substantively in the same form as the Senior Guarantees listed as items D and F above. Based on the foregoing and subject to the assumptions and qualifications set forth herein, it is our opinion that: Each of Rabanco, Rabanco Recycling and WJR is a corporation under the Washington Business Corporations Act. Based on (a) certificates from public

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 6 officials, we confirm that each of Rabanco, Rabanco Recycling and WJR is duly incorporated and validly existing under the laws of the State of Washington. RDC is a general partnership governed under the Restated Joint Venture Agreement. Rabanco Companies is a general partnership (b) governed under the Partnership Agreement for Rabanco Companies. The execution, delivery and performance of the Guarantee of each of Rabanco, Rabanco Recycling and WJR has been duly (c) authorized by all necessary corporate action of each respective Corporate Guarantor. The execution, delivery and performance of the Guarantee of each of RDC and Rabanco Companies has been duly authorized by all (d) necessary partnership action on behalf of each Partnership Guarantor. We note that the Guarantees purport to be governed by the laws of the State of New York, as to which laws and choice of law we express no opinion, however, if the Guarantees were governed by the laws of the State of Washington, we are of the opinion that when executed in accordance with the terms of the Indenture, and upon due execution, authentication and delivery of the Exchange (e) Notes against due tender and delivery to the Trustee of the Outstanding Notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, each of the Guarantees would be the legal, valid and binding obligation of each respective Guarantor, enforceable against such Guarantor in accordance with its terms. The opinions expressed above are subject to the following qualifications: A. The validity and enforceability of obligations, and the availability of rights and remedies available to the parties with respect to Guarantees are subject to and may be limited by (i) bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance or transfer, preference, receivership, moratorium and similar laws now or hereafter in effect relating to or affecting creditors rights generally and (ii) general principles of equity (including, but not limited to, concepts of materiality, reasonableness, good faith and fair dealing and principles that may limit the availability of specific performance or injunctive or other equitable relief), whether such validity or enforceability of obligations or availability of rights and remedies is considered in an action or proceeding in equity or at law. B. Although we express no opinion as to the effect of any fraudulent conveyance or transfer laws, we call to your attention that such laws may be implicated by certain aspects of the transaction contemplated by the Documents, including, without limitation, the guaranty by the Washington Guarantors of the obligations of Allied. Such guaranty could be rendered unenforceable by the application of fraudulent conveyance or transfer laws. The effect of any fraudulent conveyance or transfer laws depends upon the solvency and adequacy of capital of,

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 7 and other factual matters relating to, the Washington Guarantors after giving effect to the transactions contemplated by the Documents. We have not undertaken any investigations or verification of, and we express no opinion as to, any such factual matters. C . We express no opinion as to: (i) any provisions in any Document pertaining to jurisdiction or venue; and (ii) any other provisions in the Documents insofar as such provisions purport (A) to establish evidentiary standards or conclusive presumptions as to factual matters, (B) to appoint any person or entity as attorney-in-fact for the Washington Guarantors, (C) to require amendments, modifications or waivers of any provisions of the Documents to be in writing, or (D) to provide that any person or entity (1) may have rights to release, exculpation, indemnity or contribution, (2) may have rights to the payment or reimbursement of attorneys fees except to the extent that a court determines that such fees are reasonable, (3) may have rights to forfeiture or the payment of any sum as liquidated damages, penalties, late charges or prepayment premiums, (4) may pursue inconsistent remedies or (5) waives any right or defense. D. We call to your attention that: (i) under the laws of the state of Washington, any provision in an agreement requiring a party to pay another partys attorneys fees and costs in any action to enforce the provisions of such agreement will be construed to entitle the prevailing party in any such action, whether or not such party is the party specified in such agreement, to be awarded its reasonable attorneys fees, costs and necessary disbursements; (ii) the courts of the state of Washington will consider extrinsic evidence (both oral and written) of circumstances surrounding the Documents to ascertain the intent of the parties thereto in using the language set forth in the Documents, regardless of whether or not the language set forth in the Documents is plain and unambiguous on its face and regardless of any statement by the parties thereto in the Documents that the Documents constitute an integrated expression of the agreement of the parties thereto, and such courts may incorporate additional or supplementary terms into the Documents; The opinions expressed above are rendered as of the date of effectiveness of the Registration Statement. This opinion is for your benefit in connection with the transactions contemplated by the Documents and may be relied upon by you and by persons entitled to rely upon it pursuant to the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allied Waste North America, Inc. September 28, 2005 Page 8 applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference of our firm under the heading Legal Matters.

Very truly yours,

/s/ Williams, Kastner & Gibbs PLLC

Allied Waste Industries, Inc. Active Subsidiaries and Affiliates

3003304 Nova Scotia Company International 572060 B.C. Ltd. International Abilene Landfill TX, LP Limited Partnership Action Disposal, Inc. Corporation Ada County Development Company, Inc. Corporation Adrian Landfill, Inc. Corporation ADS of Illinois, Inc. Corporation ADS, Inc. Corporation Agri-Tech, Inc. of Oregon Corporation Alabama Recycling Services, Inc. Corporation Albany-Lebanon Sanitation, Inc. Corporation Allied Acquisition Pennsylvania, Inc. Corporation Allied Acquisition Two, Inc. Corporation Allied Enviroengineering, Inc. Corporation Allied Gas Recovery Systems, L.L.C. Limited Liability Company Allied Green Power, Inc. Corporation Allied Nova Scotia, Inc. Corporation Allied Receivables Funding Incorporated Corporation Allied Services, LLC Limited Liability Company Allied Transfer Systems of New Jersey, LLC Limited Liability Company Allied Waste Alabama, Inc. Corporation Allied Waste Company, Inc. Corporation Allied Waste Hauling of Georgia, Inc. Corporation Allied Waste Holdings (Canada) Ltd. Corporation Allied Waste Industries (Arizona), Inc. Corporation Allied Waste Industries (New Mexico), Inc. Corporation Allied Waste Industries (Southwest), Inc. Corporation Allied Waste Industries of Georgia, Inc. Corporation Allied Waste Industries of Illinois, Inc. Corporation Allied Waste Industries of Northwest Indiana, Inc. Corporation Allied Waste Industries of Tennessee, Inc. Corporation Allied Waste Landfill Holdings, Inc. Corporation Allied Waste North America, Inc. Corporation Allied Waste of California, Inc. Corporation Allied Waste of Long Island, Inc. Corporation Allied Waste of New Jersey, Inc. Corporation Allied Waste of New Jersey-New York, LLC Limited Liability Company Allied Waste Rural Sanitation, Inc. Corporation Allied Waste Services of North America, LLC Corporation Allied Waste Services of Stillwater, Inc. Corporation Allied Waste Sycamore Landfill, LLC Limited Liability Company Allied Waste Systems Holdings, Inc. Corporation Allied Waste Systems of Michigan, LLC Limited Liability Company Allied Waste Systems of New Jersey, LLC Limited Liability Company Allied Waste Systems of Pennsylvania, LLC Limited Liability Company Allied Waste Systems, Inc. Corporation Allied Waste Transfer Services of Florida, LLC Limited Liability Company Allied Waste Transfer Services of Iowa, LLC Limited Liability Company Allied Waste Transfer Services of New York, LLC Limited Liability Company Allied Waste Transfer Services of North Carolina, LLC Limited Liability Company Allied Waste Transfer Services of Utah, Inc. Corporation

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Allied Waste Transportation, Inc. Corporation American Disposal Services of Illinois, Inc. Corporation American Disposal Services of Kansas, Inc. Corporation American Disposal Services of Missouri, Inc. Corporation American Disposal Services of New Jersey, Inc. Corporation American Disposal Services of West Virginia, Inc. Corporation American Disposal Services, Inc. Corporation American Disposal Transfer Services of Illinois, Inc. Corporation American Materials Recycling Corp. Corporation American Sanitation, Inc. Corporation American Transfer Company, Inc. Corporation Anderson Regional Landfill, LLC Limited Liability Company Anson County Landfill NC, LLC Limited Liability Company Apache Junction Landfill Corporation Corporation Arbor Hills Holdings, LLC Minority Interest Area Disposal, Inc. Corporation Atlantic Waste Holding Company, Inc. Corporation Attwoods of North America, Inc. Corporation Attwoods Umweltschutz GmbH International Atwoods Holdings GmbH International Autauga County Landfill, LLC Limited Liability Company Automated Modular Systems, Inc. Corporation Autoshred, Inc. Corporation AWIN Leasing Company, Inc. Corporation AWIN Leasing II, LLC Limited Liability Company AWIN Management, Inc. Corporation BBCO, Inc. Corporation Belleville Landfill, Inc. Corporation Benson Valley Landfill General Partnership Benton County Development Company General Partnership BFGSI Series 1997-A Trust Minority Interest BFGSI, L.L.C. Limited Liability Company BFI Argentina, S.A. International BFI Atlantic GmbH i. L. International BFI Atlantic, Inc. Corporation BFI Elliott Landfill TX, LP Limited Partnership BFI Energy Systems of Albany, Inc. Corporation BFI Energy Systems of Boston, Inc. Corporation BFI Energy Systems of Delaware County, Inc. Corporation BFI Energy Systems of Essex County, Inc. Corporation BFI Energy Systems of Hempstead, Inc. Corporation BFI Energy Systems of Niagara II, Inc. Corporation BFI Energy Systems of Niagara, Inc. Corporation BFI Energy Systems of Plymouth, Inc. Corporation BFI Energy Systems of SEMASS, Inc. Corporation BFI Energy Systems of Southeastern Connecticut, Inc. Corporation BFI Energy Systems of Southeastern Connecticut, Limited Partnership Limited Partnership BFI International, Inc. Corporation BFI of Ponce, Inc. International

Page 2 of 10

BFI REF-FUEL, INC. Corporation BFI Services Group, Inc. Corporation BFI Trans River (GP), Inc. Corporation BFI Trans River (LP), Inc. Corporation BFI Transfer Systems of Alabama, LLC Limited Liability Company BFI Transfer Systems of DC, LLC Limited Liability Company BFI Transfer Systems of Georgia, LLC Limited Liability Company BFI Transfer Systems of Maryland, LLC Limited Liability Company BFI Transfer Systems of Massachusetts, LLC Limited Liability Company BFI Transfer Systems of Mississippi, LLC Limited Liability Company BFI Transfer Systems of New Jersey, Inc. Corporation BFI Transfer Systems of Pennsylvania, LLC Limited Liability Company BFI Transfer Systems of Texas, LP Limited Partnership BFI Transfer Systems of Virginia, LLC Limited Liability Company BFI Waste Services of Indiana, LP Limited Partnership BFI Waste Services of Massachusetts, LLC Limited Liability Company BFI Waste Services of Pennsylvania, LLC Limited Liability Company BFI Waste Services of Tennessee, LLC Limited Liability Company BFI Waste Services of Texas, LP Limited Partnership BFI Waste Services, LLC Limited Liability Company BFI Waste Systems of Alabama, LLC Limited Liability Company BFI Waste Systems of Arkansas, LLC Limited Liability Company BFI Waste Systems of Georgia, LLC Limited Liability Company BFI Waste Systems of Indiana, LP Limited Partnership BFI Waste Systems of Kentucky, LLC Limited Liability Company BFI Waste Systems of Louisiana, LLC Limited Liability Company BFI Waste Systems of Massachusetts, LLC Limited Liability Company BFI Waste Systems of Mississippi, LLC Limited Liability Company BFI Waste Systems of Missouri, LLC Limited Liability Company BFI Waste Systems of New Jersey, Inc. Corporation BFI Waste Systems of North America, Inc. Corporation BFI Waste Systems of North Carolina, LLC Limited Liability Company BFI Waste Systems of Oklahoma, LLC Limited Liability Company BFI Waste Systems of South Carolina, LLC Limited Liability Company BFI Waste Systems of Tennessee, LLC Limited Liability Company BFI Waste Systems of Virginia, LLC Limited Liability Company Bio-Med of Oregon, Inc. Corporation Blue Ridge Landfill General Partnership General Partnership Blue Ridge Landfill TX, LP Limited Partnership Bond County Landfill, Inc. Corporation Borrego Landfill, Inc. Corporation Brenham Total Roll-Offs, LP Limited Partnership Brickyard Disposal & Recycling, Inc. Corporation Bridgeton Landfill, LLC Limited Liability Company Bridgeton Transfer Station, LLC Limited Liability Company Browning-Ferris Energy Inc. International Browning-Ferris Financial Services, Inc. Corporation

Page 3 of 10

Browning-Ferris Industries Argentina, S.A. International Browning-Ferris Industries Asia Pacific, Inc. Corporation Browning-Ferris Industries Chemical Services, Inc. Corporation Browning-Ferris Industries de Mexico, S.A. de C.V. International Browning-Ferris Industries Europe, Inc. Corporation Browning-Ferris Industries of California, Inc. Corporation Browning-Ferris Industries of Florida, Inc. Corporation Browning-Ferris Industries of Illinois, Inc. Corporation Browning-Ferris Industries of New Jersey, Inc. Corporation Browning-Ferris Industries of New York, Inc. Corporation Browning-Ferris Industries of Ohio, Inc. Corporation Browning-Ferris Industries of Puerto Rico, Inc. International Browning-Ferris Industries of Tennessee, Inc. Corporation Browning-Ferris Industries, Inc. (MA) Corporation Browning-Ferris Industries, LLC Limited Liability Company Browning-Ferris Industries, Ltd. International Browning-Ferris Quebec Inc. International Browning-Ferris Services, Inc. Corporation Browning-Ferris, Inc. Corporation Brundidge Landfill, LLC Limited Liability Company Brunswick Waste Management Facility, LLC Limited Liability Company Bunting Trash Service, Inc. Corporation Butler County Landfill, LLC Limited Liability Company C & C Expanded Sanitary Landfill, LLC Limited Liability Company Camelot Landfill TX, LP Limited Partnership Capitol Recycling and Disposal, Inc. Corporation Carbon Limestone Landfill, LLC Limited Liability Company CC Landfill, Inc. Corporation CECOS International, Inc. Corporation Celina Landfill, Inc. Corporation Central Arizona Transfer, Inc. Central Sanitary Landfill, Inc. Corporation Chambers Development of North Carolina, Inc. Corporation Champlin Refuse, Inc. Minority Interest Charlotte County Development Company, LLC Limited Liability Company Charter Evaporation Resource Recovery Systems Corporation Cherokee Run Landfill, Inc. Corporation Chilton Landfill, LLC Limited Liability Company Citizens Disposal, Inc. Corporation City-Star Services, Inc. Corporation Clarkston Disposal, Inc. Corporation Clinton County Landfill Partnership General Partnership Cocopah Landfill, Inc. Corporation Commercial Reassurance Limited International Congress Development Co. Minority Interest Consolidated Processing, Inc. Corporation Copper Mountain Landfill, Inc. Corporation Corvallis Disposal Co. Corporation

Page 4 of 10

County Disposal (Ohio), Inc. Corporation County Disposal, Inc. Corporation County Environmental Landfill, LLC Limited Liability Company County Land Development Sanitary Landfill, LLC Limited Liability Company County Landfill, Inc. Corporation County Line Landfill Partnership General Partnership Courtney Ridge Landfill, LLC Limited Liability Company Crow Landfill TX, L.P. Limited Partnership D & L Disposal L.L.C. Limited Liability Company Dallas Disposal Co. Corporation Delta Container Corporation Corporation Delta Dade Recycling Corp. Corporation Delta Paper Stock, Co. Corporation Delta Resources Corp. Corporation Delta Site Development Corp. Corporation Delta Waste Corp. Corporation Dempsey Waste Systems II, Inc. Corporation Denver RL North, Inc. Corporation Dinverno, Inc. Corporation Desarollo del Rancho La Gloria TX, LP Limited Partnership DTC Management, Inc. Corporation E Leasing Company, LLC Limited Liability Company Eagle Industries Leasing, Inc. Corporation Eastern Disposal, Inc. International ECDC Environmental of Humboldt County, Inc. Corporation ECDC Environmental, L.C. Limited Liability Company ECDC Holdings, Inc. Corporation EcoSort, L.L.C. Minority Interest El Centro Landfill, LP Limited Partnership Elder Creek Transfer & Recovery, Inc. Corporation Ellis County Landfill TX, LP Limited Partnership Ellis Scott Landfill MO, LLC Limited Liability Company Environmental Development Corp. Corporation Environmental Development Corp. International Environmental Reclamation Company Corporation Environtech, Inc. Corporation Envotech-Illinois L.L.C. Limited Liability Company Evergreen National Indemnity Company Minority Interest Evergreen Scavenger Service, L.L.C. Limited Liability Company Evergreen Scavenger Services, Inc. Corporation F. P. McNamara Rubbish Removal, Inc. Corporation Flint Hill Road, LLC Limited Liability Company Foothills Sanitary Landfill, Inc. Minority Interest Forest View Landfill, LLC Limited Liability Company Fort Worth Landfill TX, LP Limited Partnership Forward, Inc. Corporation Fred Barbara Trucking Co., Inc. Corporation

Page 5 of 10

Frontier Waste Services (Colorado), LLC Limited Liability Company Frontier Waste Services (Utah), LLC Limited Liability Company Frontier Waste Services of Louisiana L.L.C. Limited Liability Company Frontier Waste Services, L.P. Limited Partnership G. Van Dyken Disposal Inc. Corporation Galveston County Landfill TX, LP Limited Partnership Gateway Landfill, LLC Limited Liability Company GEK, Inc. Corporation General Refuse Rolloff Corp. Corporation General Refuse Service of Ohio, LLC Limited Liability Company Georgia Recycling Services, Inc. Corporation Giles Road Landfill, TX, LP Global Indemnity Assurance Company Corporation Golden Triangle Landfill TX, LP Limited Partnership Golden Waste Disposal, Inc. Corporation Grants Pass Sanitation, Inc. Corporation Great Lakes Disposal Service, Inc. Corporation Great Plains Landfill OK, LLC Limited Liability Company Green Valley Landfill General Partnership General Partnership Greenridge Reclamation, LLC Limited Liability Company Greenridge Waste Services, LLC Limited Liability Company Greenwood Landfill TX, LP Limited Partnership Gulf West Landfill TX, LP Limited Partnership Gulfcoast Waste Service, Inc. Corporation H Leasing Company, LLC Limited Liability Company Harlands Sanitary Landfill, Inc. Corporation Harrison County Landfill, LLC Limited Liability Company Illiana Disposal Partnership General Partnership Illinois Landfill, Inc. Corporation Illinois Recycling Services, Inc. Corporation Illinois Valley Recycling, Inc. Corporation Imperial Landfill, Inc. Corporation Independent Trucking Company Corporation Ingrum Waste Disposal, Inc. Corporation International Disposal Corp. of California Corporation Island Waste Services Ltd. Corporation Itasca Landfill TX, LP Limited Partnership Jackson County Landfill, LLC Limited Liability Company Jefferson City Landfill, LLC Limited Liability Company Jetter Disposal, Inc. Corporation Kankakee Quarry, Inc. Corporation Keller Canyon Landfill Company Corporation Keller Drop Box, Inc. Corporation Kent-Meridian Disposal Company Minority Interest Kerrville Landfill TX, LP Limited Partnership Key Waste Indiana Partnership General Partnership La Canada Disposal Company, Inc. Corporation Lake County C & D Development Partnership General Partnership Lake Norman Landfill, Inc. Corporation

Page 6 of 10

LandComp Corporation Corporation Lathrop Sunrise Sanitation Corporation Corporation Lee County Landfill SC, LLC Limited Liability Company Lee County Landfill, Inc. Corporation Lemons Landfill, LLC Limited Liability Company Lewisville Landfill TX, LP Limited Partnership Liberty Waste Holdings, Inc. Corporation Liberty Waste Services Limited, L.L.C. Limited Liability Company Liberty Waste Services of Illinois, L.L.C. Limited Liability Company Liberty Waste Services of McCook, L.L.C. Limited Liability Company Little Creek Landing, LLC Limited Liability Company Local Sanitation of Rowan County, L.L.C. Limited Liability Company Loop Recycling, Inc. Corporation Loop Transfer, Incorporated Corporation Lorain County Landfill, LLC Limited Liability Company Louis Pinto & Son, Inc., Sanitation Contractors Corporation Lucas County Land Development, Inc. Corporation Lucas County Landfill, LLC Limited Liability Company Mamaroneck Truck Repair, Inc. Corporation Manumit of Florida, Inc. Corporation Marion Resource Recovery Facility, LLC Minority Interest Mars Road TX, LP Limited Partnership McCarty Road Landfill TX, LP Limited Partnership McInnis Waste Systems, Inc. Corporation Menands Environmental Solutions, LLC Limited Liability Company Mesa Disposal, Inc. Corporation Mesquite Landfill TX, LP Limited Partnership Metro Enviro Transfer, LLC Limited Liability Company Mexia Landfill TX, LP Limited Partnership Midway Development Company, Inc. Corporation Minneapolis Refuse, Inc. Minority Interest Mirror Nova Scotia Limited International Mississippi Waste Paper Company Corporation Missouri City Landfill, LLC Limited Liability Company Morehead Landfill General Partnership General Partnership Mountain Home Disposal, Inc. Corporation N Leasing Company, LLC Limited Liability Company NationsWaste Catawba Regional Landfill, Inc. Corporation NationsWaste, Inc. Corporation Ncorp, Inc. Corporation New Morgan Landfill Company, Inc. Corporation New York Waste Services, LLC Limited Liability Company Newco Waste Systems of New Jersey, Inc. Corporation Newton County Landfill Partnership General Partnership Noble Road Landfill, Inc. Corporation Northeast Landfill, LLC Limited Liability Company Northlake Transfer, Inc. Corporation Oakland Heights Development, Inc. Corporation

Page 7 of 10

Oklahoma City Landfill, L.L.C. Limited Liability Company Omega Holdings Gmbh International Oscars Collection System of Fremont, Inc. Corporation Otay Landfill, Inc. Corporation Ottawa County Landfill, Inc. Corporation Packerton Land Company, L.L.C. Limited Liability Company Palomar Transfer Station, Inc. Corporation Panama Road Landfill, TX, L.P. Limited Partnership Peltier Real Estate Company Corporation Pinal County Landfill Corp. Corporation Pine Bend Holdings, LLC Minority Interest Pine Hill Farms Landfill TX, LP Limited Partnership Pinecrest Landfill OK, LLC Limited Liability Company Pittsburg County Landfill, Inc. Corporation Pleasant Oaks Landfill TX, LP Limited Partnership Polk County Landfill, LLC Limited Liability Company Port Clinton Landfill, Inc. Corporation Portable Storage Co. Corporation Preble County Landfill, Inc. Corporation Price & Sons Recycling Company Corporation Prince Georges County Landfill, LLC Limited Liability Company PSI Waste Systems, Inc. Corporation Rabanco Companies General Partnership Rabanco Recycling, Inc. Corporation Rabanco, Ltd. Corporation Ramona Landfill, Inc. Corporation RC Miller Enterprises, Inc. Corporation RC Miller Refuse Service, Inc. Corporation RCS, Inc. Corporation Ref-Fuel Canada Ltd. International Regional Disposal Company Joint Venture Resource Recovery, Inc. Corporation Rio Grande Valley Landfill TX, LP Limited Partnership Risk Services, Inc. Corporation Rock Road Industries, Inc. Corporation Roosevelt Associates Minority Interest Ross Bros. Waste & Recycling Co. Corporation Rossman Sanitary Service, Inc. Corporation Roxana Landfill, Inc. Corporation Royal Holdings, Inc. Corporation Royal Oaks Landfill TX, LP Limited Partnership S & S Recycling, Inc. Corporation S Leasing Company, LLC Limited Liability Company Saguaro National Captive Insurance Company Corporation Saline County Landfill, Inc. Corporation San Diego Landfill Systems, LLC Limited Liability Company San Marcos NCRRF, Inc. Corporation Sand Valley Holdings, L.L.C. Limited Liability Company

Page 8 of 10

Sangamon Valley Landfill, Inc. Corporation Sanitary Disposal Service, Inc. Corporation Sauk Trail Development, Inc. Corporation Show-Me Landfill, LLC Limited Liability Company Shred All Recycling Systems, Inc. Corporation Source Recycling, Inc. Corporation South Central Texas Land Co. TX, LP Limited Partnership Southeast Landfill, LLC Limited Liability Company Southwest Landfill TX, LP Limited Partnership Southwest Regional Landfill, Inc. Corporation Springfield Environmental General Partnership General Partnership St. Joseph Landfill, LLC Limited Liability Company Standard Disposal Services, Inc. Corporation Standard Environmental Services, Inc. Corporation Standard Waste, Inc. Corporation Streator Area Landfill, Inc. Corporation Suburban Carting Corp. Corporation Suburban Transfer, Inc. Corporation Suburban Warehouse, Inc. Corporation Summit Waste Systems, Inc. Corporation Sunrise Sanitation Service, Inc. Corporation Sunset Disposal Service, Inc. Corporation Sunset Disposal, Inc. Corporation Sycamore Landfill, Inc. Corporation Tates Transfer Systems, Inc. Corporation Taylor Ridge Landfill, Inc. Corporation Tennessee Union County Landfill, Inc. Corporation Tessman Road Landfill TX, LP Corporation The Ecology Group, Inc. Corporation Thomas Disposal Service, Inc. Corporation Tippecanoe County Waste Services Partnership General Partnership Tom Lucianos Disposal Service, Inc. Corporation Total Roll-Offs, L.L.C. Limited Liability Company Total Solid Waste Recyclers, Inc. Corporation Tri-State Recycling Services, Inc. Corporation Tri-State Refuse Corporation Corporation Tricil (N.Y.), Inc. Corporation Trottown Transfer, Inc. Corporation Turkey Creek Landfill TX, LP Limited Partnership United Disposal Service, Inc. Corporation Upper Rock Island County Landfill, Inc. Corporation Valley Landfills, Inc. Corporation VHG, Inc. Corporation Victoria Landfill TX, LP Limited Partnership Vining Disposal Service, Inc. Corporation Warner Hill Development Company Corporation Warrick County Development Company General Partnership

Page 9 of 10

Wasatch Regional Landfill, Inc. Corporation Waste Control Systems, Inc. Corporation Waste Services of New York, Inc. Corporation Wastehaul, Inc. Corporation Wayne County Land Development, LLC Limited Liability Company Wayne County Landfill IL, Inc. Corporation WDTR, Inc. Corporation Webster Parish Landfill, L.L.C. Limited Liability Company Whispering Pines Landfill TX, LP Limited Partnership Willamette Resources, Inc. Corporation Williams County Landfill Inc. Corporation Willow Ridge Landfill, LLC Limited Liability Company Wilson County Development, LLC Limited Liability Company WJR Environmental, Inc. Corporation Woodlake Sanitary Service, Inc. Corporation

Page 10 of 10

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Amendment No. 2 to the Registration Statement on Form S-4 of Allied Waste Industries, Inc. of our report dated February 18, 2005 relating to the financial statements, financial statement schedule, managements assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the Allied Waste Industries, Inc.s Annual Report on Form 10-K for the year ended December 31, 2004. We also consent to the incorporation by reference of our report dated February 18, 2005 related to the financial statements and financial statement schedules of Browning-Ferris Industries, Inc. which appears in such Annual Report on Form 10-K. We also consent to the references to us under the headings Experts, Summary Financial Data and Selected Financial Data in such Registration Statement.

PricewaterhouseCoopers LLP Phoenix, Arizona September 28, 2005

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368 I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota 55402 (Address of principal executive offices) (Zip Code)

Richard Prokosch U.S. Bank National Association 60 Livingston Avenue St. Paul, MN 55107 (651) 495-3918 (Name, address and telephone number of agent for service)

Allied Waste Industries, Inc.

Allied Waste North America, Inc (Issuer with respect to the Securities)

Delaware 88-0228636 Delaware 86-0843596 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 15880 North Greenway-Hayden Loop Suite 100 Scottsdale, Arizona 85260 (Address of Principal Executive Offices) (Zip Code)

7-1/4% Senior Notes due 2015 (Title of the Indenture Securities)

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustees knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business.*

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4. A copy of the existing bylaws of the Trustee.*

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

Report of Condition of the Trustee as of March 31, 2005 published pursuant to law or the requirements of its supervising 7. or examining authority, attached as Exhibit 7.

* Incorporated by reference to Registration Number 333-67188.

The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION , a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 9th of June, 2005.

By: /s/ Richard Prokosch Richard Prokosch Vice President

By: /s/ Benjamin J. Krueger Benjamin J. Krueger Assistant Vice President

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: June 9, 2005

By: /s/ Richard Prokosch Richard Prokosch Vice President

By: /s/ Benjamin J. Krueger Benjamin J. Krueger Assistant Vice President

U.S. Bank National Association Statement of Financial Condition As of 3/31/2005

($000s)

3/31/2005 Assets Cash and Due From Depository Institutions $8,894,661 Federal Reserve Stock 0 Securities 42,846,194 Federal Funds 2,861,316 Loans & Lease Financing Receivables 125,284,459 Fixed Assets 1,780,370 Intangible Assets 10,263,150 Other Assets 8,917,028 Total Assets $197,847,178

Liabilities Deposits $126,268,324 Fed Funds 10,290,860 Treasury Demand Notes 0 Trading Liabilities 144,277 Other Borrowed Money 27,701,315 Acceptances 91,307 Subordinated Notes and Debentures 6,814,193 Other Liabilities 6,028,535 Total Liabilities $177,338,811

Equity Minority Interest in Subsidiaries $1,022,821 Common and Preferred Stock 18,200 Surplus 11,792,288 Undivided Profits 7,675,058 Total Equity Capital $20,508,367

Total Liabilities and Equity Capital $197,847,178

To the best of the undersigneds determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By: /s/ Richard Prokosch Vice President

Date: June 9, 2005

LETTER OF TRANSMITTAL To Tender For Exchange 1 Series A 7 /4% Senior Notes due 2015 of ALLIED WASTE NORTH AMERICA, INC. Pursuant To The Prospectus Dated , 2005

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2005, UNLESS EXTENDED (THE EXPIRATION DATE).

The Exchange Agent for the Exchange Offer is: U.S. BANK NATIONAL ASSOCIATION By Mail: By Facsimile Transmission: By Hand/Overnight Delivery: (for eligible institutions only) U.S. Bank Trust Center (651) 495-8158 U.S. Bank Trust Center 60 Livingston Avenue 60 Livingston Avenue St. Paul, Minnesota 55107 Confirm by Telephone: St. Paul, Minnesota 55107 Attn: Specialized Finance Group (800) 934-6802 Attn: Specialized Finance Group DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. The undersigned hereby acknowledges receipt of the prospectus, dated , 2005, of Allied Waste North America, Inc., a Delaware corporation (Allied NA), which, together with this letter of transmittal, constitute Allied NAs offer to exchange $1,000 principal 1 amount of its Series B 7 /4% Senior Notes due 2015, which have been registered under the Securities Act of 1933, as amended (the Securities 1 Act), for each $1,000 principal amount of its outstanding Series A 7 /4% Senior Notes due 2015, of which $600,000,000 aggregate principal amount is outstanding.

1 IF YOU DESIRE TO EXCHANGE YOUR 7 /4% SERIES A SENIOR NOTES DUE 2015 FOR AN EQUAL AGGREGATE 1 PRINCIPAL AMOUNT OF 7 /4% SERIES B SENIOR NOTES DUE 2015, YOU MUST VALIDLY TENDER (AND NOT VALIDLY WITHDRAW) YOUR NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW. PLEASE READ THE INSTRUCTIONS SET FORTH BELOW CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL. This letter of transmittal is to be completed by holders of Allied NAs outstanding notes either if certificates representing such notes are to be forwarded herewith or, unless an agents message is utilized, tenders of such notes are to be made by book-entry transfer to an account maintained by the exchange agent at The Depository Trust Company (DTC) pursuant to the procedures set forth in the prospectus under the heading The Exchange Offer Book-Entry Transfer. The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the exchange offer. Holders that are tendering by book-entry transfer to the exchange agents account at DTC can execute the tender though the DTC Automated Tender Offer Program, for which the exchange offer is eligible. DTC participants that are

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document tendering pursuant to the exchange offer must transmit their acceptance through the Automated Tender Offer Program to DTC, which will edit and verify the acceptance and send an agents message to the exchange agent for its acceptance. In order to properly complete this letter of transmittal, a holder of outstanding notes must: complete the box entitled Description of Notes, if appropriate, check and complete the boxes relating to guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions, and sign the letter of transmittal. If a holder desires to tender notes pursuant to the exchange offer and (1) certificates representing such notes are not immediately available, (2) time will not permit this letter of transmittal, certificates representing such notes or other required documents to reach the exchange agent on or prior to the expiration date, or (3) the procedures for book-entry transfer (including delivery of an agents message) cannot be completed on or prior to the expiration date, such holder may nevertheless tender such notes with the effect that such tender will be deemed to have been received on or prior to the expiration date if the guaranteed delivery procedures described in the prospectus under The Exchange Offer Guaranteed Delivery Procedures are followed. See Instruction 1 below. PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS, AND THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL OR CHECKING ANY BOX BELOW. The instructions included with this letter of transmittal must be followed. Questions and requests for assistance or for additional copies of the prospectus and this letter of transmittal, the Notice of Guaranteed Delivery and related documents may be directed to U.S. Bank National Association, at the address and telephone number set forth on the cover page of this letter of transmittal. See instruction 11 below.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document List below the outstanding notes to which this letter of transmittal relates. If the space provided is inadequate, list the certificate numbers and principal amounts on a separately executed schedule and affix the schedule to this letter of transmittal. Tenders of outstanding notes will be accepted only in principal amounts equal to $1,000 or integral multiples of $1,000.

DESCRIPTION OF NOTES Series and Aggregate Name(s) and Address(es) of Registered Holder(s) Certificate Principal Amount Principal Amount (Please Fill In) Number(s)* Represented** Tendered**

Total Principal

Amount of Notes * Need not be completed by holders delivering by book-entry transfer (see below). ** Unless otherwise indicated in the column Principal Amount Tendered and subject to the terms and conditions of the exchange offer, the holder will be deemed to have tendered the entire aggregate principal amount represented by each note listed above and delivered to the exchange agent. See Instruction 4.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THE BOXES BELOW o CHECK HERE IF CERTIFICATES FOR TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.

CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK- ENTRY TRANSFER MADE TO THE o ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number with DTC:

Transaction Code Number:

CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED o NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Window Ticket Number(s) (if any):

Date of Execution of the Notice of Guaranteed Delivery:

Name of Eligible Institution that Guaranteed Delivery:

If delivered by Book-Entry Transfer, Complete the Following:

Name of Tendering Institution:

Account Number at DTC:

Transaction Code Number:

CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED YOUR TENDERED NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND WISH TO o RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

NOTE: SIGNATURES MUST BE PROVIDED BELOW

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to Allied NA the principal amount of outstanding notes described above. Subject to, and effective upon, the acceptance for exchange of the outstanding notes tendered herewith, the undersigned hereby sells, assigns and transfers to, or upon the order of, Allied NA all right, title and interest in and to such outstanding notes. The undersigned hereby irrevocably constitutes and appoints the exchange agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the exchange agent also acts as the agent of Allied NA and as trustee under the indenture relating to the outstanding notes) with respect to such tendered notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the prospectus, to (1) deliver certificates representing such tendered notes, or transfer ownership of such notes, on the account books maintained by DTC, and to deliver all accompanying evidence of transfer and authenticity to, or upon the order of, Allied NA upon receipt by the exchange agent, as the undersigneds agent, of the exchange notes to which the undersigned is entitled upon the acceptance by Allied NA of such outstanding notes for exchange pursuant to the exchange offer, (2) receive all benefits and otherwise to exercise all rights of beneficial ownership of such outstanding notes, all in accordance with the terms and conditions of the exchange offer, and (3) present such outstanding notes for transfer, and transfer such outstanding notes, on the relevant security register. The undersigned hereby represents and warrants that the undersigned (1) owns the notes tendered and is entitled to tender such notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer the outstanding notes and to acquire exchange notes issuable upon the exchange of such tendered notes, and that, when the same are accepted for exchange, Allied NA will acquire good, marketable and unencumbered title to the tendered notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the exchange agent or Allied NA to be necessary or desirable to complete the sale, exchange, assignment and transfer of tendered notes or to transfer ownership of such notes on the account books maintained by DTC. The undersigned has read and agrees to all of the terms of the exchange offer. The undersigned understands that tenders of the outstanding notes pursuant to any one of the procedures described in the prospectus under the caption The Exchange Offer Procedures for Tendering Outstanding Notes and in the instructions to this letter of transmittal will, upon Allied NAs acceptance of the notes for exchange, constitute a binding agreement between the undersigned and Allied NA in accordance with the terms and subject to the conditions of the exchange offer. The exchange offer is subject to the conditions set forth in the prospectus under the caption The Exchange Offer Conditions to the Exchange Offer. The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by Allied NA) as more particularly set forth in the prospectus, Allied NA may not be required to exchange any of the outstanding notes tendered by this letter of transmittal and, in such event, the outstanding notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned. Unless a box under the heading Special Issuance Instructions is checked, by tendering outstanding notes and executing this letter of transmittal, the undersigned hereby represents and warrants that: (i) the undersigned or any beneficial owner of the outstanding notes is acquiring the offered notes in the ordinary course of business of the undersigned (or such other beneficial owner); (ii) neither the undersigned nor any beneficial owner is engaging in or intends to engage in a distribution of the offered notes within the meaning of the federal securities laws; (iii) neither the undersigned nor any beneficial owner has an arrangement or understanding with any person or entity to participate in a distribution of the offered notes;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (iv) neither the undersigned nor any beneficial owner is an affiliate, as such term is defined under Rule 405 promulgated under the Securities Act of 1933, of Allied NA. Upon request by Allied NA, the undersigned or such beneficial owner will deliver to Allied NA a legal opinion confirming it is not such an affiliate; (v) if the undersigned or any beneficial owner is a resident of the State of California, if falls under the self-executing institutional investor exemption set forth under Section 25102(i) of the Corporate Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of the California Blue Sky Regulations; (vi) if the undersigned or any beneficial owner is a resident of the Commonwealth of Pennsylvania, it falls under the self-executing institutional investor exemption set forth under Sections 203(c), 102(d) and (k) of the Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania Blue Sky Regulations and an interpretive opinion dated November 16, 1985; (vii) the undersigned and each beneficial owner acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or is participating in the exchange offer for the purpose of disturbing the exchange notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the SEC) set forth in certain no-action letters; (viii) the undersigned and each beneficial owner understands that a secondary resale transaction described in clause (vii) above and any resales of exchange notes or interests therein obtained by such holder in exchange for outstanding notes or interests therein originally acquired by such holder directly from Allied NA should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K or the SEC; and (ix) the undersigned is not acting on behalf of any person or entity who could not truthfully make the foregoing representations. The undersigned may, IF AND ONLY IF UNABLE TO MAKE ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN (i)-(ix) ABOVE, elect to have its outstanding notes registered in the shelf registration described in the Registration Rights Agreement, dated as of March 9, 2005, by and among Allied NA, the guarantors and J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, UBS Securities LLC, Wachovia Capital Markets, LLC, Banc of America Securities LLC, BNP Paribas Securities Corp., Calyon Securities (USA) Inc. and Scotia Capital (USA) Inc. in the form filed as an exhibit to the registration statement of which the prospectus is a part. Such election may be made by checking a box under Special Issuance Instructions below. By making such election, the undersigned agrees, jointly and severally, as a holder of transfer restricted securities participating in a shelf registration, to indemnify and hold harmless Allied NA, the guarantors, their respective agents, employees, directors and officers and each Person who controls Allied NA or any of the guarantors, within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as amended, against any and all losses, claims, judgments, damages and liabilities whatsoever (including, without limitation, the reasonable legal and other expenses incurred in connection with any matter, including any action that could give rise to such losses, claims, judgments, damages or liabilities) arising out of or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the shelf registration statement filed with respect to such outstanding notes or the prospectus or in any amendment thereof or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made therein based on information relating to the undersigned furnished to Allied NA in writing by or on behalf of the undersigned expressly for use therein. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provision of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by reference to the Registration Rights Agreement. If the undersigned is a broker-dealer that will receive offered notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such offered notes, however, by so acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. If the undersigned is a broker-dealer and outstanding notes held for its own account were not acquired as a result of market- making or other trading activities, such outstanding notes cannot be exchange pursuant to the exchange offer. All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive the death, bankruptcy or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned. Tendered outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time on , 2005, or on such later date or time to which Allied NA may extend the exchange offer. Unless otherwise indicated herein under the box entitled Special Issuance Instructions below, exchange notes, and outstanding notes not tendered or accepted for exchange, will be issued in the name of the undersigned. Similarly, unless otherwise indicated under the box entitled Special Delivery Instructions below, exchange notes, and outstanding notes not tendered or accepted for exchange, will be delivered to the undersigned at the address shown below the signature of the undersigned. In the case of a book-entry delivery of notes, the exchange agent will credit the account maintained by DTC with any notes not tendered. The undersigned recognizes that Allied NA has no obligation pursuant to the Special Issuance Instructions to transfer any outstanding notes from the name of the registered holder thereof if Allied NA does not accept for exchange any of the principal amount of such outstanding notes so tendered. The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the outstanding notes 1 or, if no interest has been paid, from March 9, 2005 for the Series B 7 /4% Senior Notes due 2015. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PLEASE SIGN HERE (To Be Completed By All Tendering Holders of Outstanding Notes) This letter of transmittal must be signed by the registered holder(s) of outstanding notes exactly as their name(s) appear(s) on certificate(s) for outstanding notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this letter of transmittal, including such opinions of counsel, certifications and other information as may be required by Allied NA or the trustee for the outstanding notes to comply with the restrictions on transfer applicable to the outstanding notes. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under Capacity and submit evidence satisfactory to the exchange agent of such persons authority to so act. See Instruction 5 below. If the signature appearing below is not of the registered holder(s) of the outstanding notes, then the registered holder(s) must sign a valid power of attorney.

X Signature(s) of Holder(s) or Authorized Signatory

Dated: ______, 2005

Name(s):

Capacity:

Address:

(Zip Code)

Area Code and Telephone No.:

GUARANTEE OF SIGNATURE(S) (If required see Instructions 2 and 5 below)

Certain Signatures Must be Guaranteed by a Signature Guarantor

(Name of Signature Guarantor Guaranteeing Signatures)

(Address (including zip code) and Telephone Number (including area code) of Firm)

(Authorized Signature)

(Printed Name)

(Title)

Dated: ______, 2005

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 4 through 6) To be completed ONLY if (i) certificates for outstanding notes in a principal amount not tendered are to be issued in the name of, or exchange notes issued pursuant to the exchange offer are to be issued in the name of, someone other than the person or persons whose name(s) appear(s) within this letter of transmittal or issued to an address different from that shown in the box entitled Description of Notes within this letter of transmittal, (ii) outstanding notes not tendered, but represented by certificates tendered by this letter of transmittal, are to be returned by credit to an account maintained at DTC other than the account indicated above or (iii) exchange notes issued pursuant to the exchange offer are to be issued by book-entry transfer to an account maintained at DTC other than the account indicated above. Issue: o Exchange Notes, to: o Outstanding Notes, to:

Name(s)

Address

Telephone Number:

(Tax Identification or Social Security Number)

DTC Account Number:

SPECIAL DELIVERY INSTRUCTIONS (See Instructions 4 Through 6) To be completed ONLY if certificates for outstanding notes in a principal amount not tendered, or exchange notes, are to be sent to someone other than the person or persons whose name(s) appear(s) within this letter of transmittal to an address different from that shown in the box entitled Description of Notes within this letter of transmittal. Deliver: o Exchange Notes, to: o Outstanding Notes, to:

Name(s)

Address

Telephone Number:

(Tax Identification or Social Security Number)

Is this a permanent address change? (check one box) o Yes o No

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document INSTRUCTIONS TO LETTER OF TRANSMITTAL (Forming part of the terms and conditions of the Exchange Offer) 1. Delivery of this Letter of Transmittal and Notes. This letter of transmittal is to be completed by holders of outstanding notes if certificates representing such notes are to be forwarded herewith, or, unless an agents message is utilized, if tender is to be made by book- entry transfer to the account maintained by DTC, pursuant to the procedures set forth in the prospectus under The Exchange Offer Procedures for Tendering Outstanding Notes. For a holder to properly tender notes pursuant to the exchange offer, a properly completed and duly executed letter of transmittal (or a manually signed facsimile thereof), together with any signature guarantees and any other documents required by these Instructions, or a properly transmitted agents message in the case of a book entry transfer, must be received by the exchange agent at its address set forth herein on or prior to the expiration date, and either (1) certificates representing such notes must be received by the exchange agent at its address, or (2) such notes must be transferred pursuant to the procedures for book-entry transfer described in the prospectus under The Exchange Offer Book-Entry Transfer and a book-entry confirmation must be received by the exchange agent on or prior to the expiration date. A holder who desires to tender notes and who cannot comply with procedures set forth herein for tender on a timely basis or whose notes are not immediately available must comply with the guaranteed delivery procedures discussed below. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND SOLE RISK OF THE HOLDER AND DELIVERY WILL BE DEEMED TO BE MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, HOLDERS SHOULD USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, HOLDERS SHOULD ALLOW FOR SUFFICIENT TIME TO ENSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION OF THE EXCHANGE OFFER AND PROPER INSURANCE SHOULD BE OBTAINED. HOLDERS MAY REQUEST THEIR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDER. HOLDERS SHOULD NOT SEND ANY NOTE, LETTER OF TRANSMITTAL OR OTHER REQUIRED DOCUMENT TO ALLIED NA. If a holder desires to tender notes pursuant to the exchange offer and (1) certificates representing such notes are not immediately available, (2) time will not permit such holders letter of transmittal, certificates representing such notes or other required documents to reach the exchange agent on or prior to the expiration date, or (3) the procedures for book-entry transfer (including delivery of an agents message) cannot be completed on or prior to the expiration date, such holder may nevertheless tender such notes with the effect that such tender will be deemed to have been received on or prior to the expiration date if the guaranteed delivery procedures set forth in the prospectus under The Exchange Offer Guaranteed Delivery Procedures are followed. Pursuant to such procedures, (1) the tender must be made by or through an eligible guarantor institution (as defined below), (2) a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by Allied NA herewith, or an agents message with respect to a guaranteed delivery that is accepted by Allied NA, must be received by the exchange agent on or prior to the expiration date, and (3) the certificates for the tendered notes, in proper form for transfer (or a book-entry confirmation of the transfer of such notes into the exchange agents account at DTC as described in the prospectus) together with a letter of transmittal (or manually signed facsimile thereof) properly completed and duly executed, with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agents message, must be received by the exchange agent within three New York Stock Exchange, Inc. trading days after the execution of the notice of guaranteed delivery. The notice of guaranteed delivery may be delivered by hand or transmitted by facsimile or mail to the exchange agent and must include a guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery. For outstanding notes to be properly tendered pursuant to the guaranteed delivery procedure, the exchange agent must receive a notice of guaranteed delivery prior to the expiration date. As used herein and in the prospectus, eligible guarantor institution means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an eligible guarantor institution, including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2. Guarantee of Signatures. Signatures on this letter of transmittal must be guaranteed by a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program or by an eligible guarantor institution unless the notes tendered hereby are tendered (1) by a registered holder of notes (or by a participant in DTC whose name appears on a security position listing as the owner of such notes) who has signed this letter of transmittal and who has not completed any of the boxes entitled Special Issuance Instructions or Special Delivery Instructions, on the letter of transmittal, or (2) for the account of an eligible guarantor institution. If the notes are registered in the name of a person other than the signer of the letter of transmittal or if notes not tendered are to be returned to, or are to be issued to the order of, a person other than the registered holder or if notes not tendered are to be sent to someone other than the registered holder, then the signature on this letter of transmittal accompanying the tendered notes must be guaranteed as described above. Beneficial owners whose notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender notes. See The Exchange Offer Procedures for Tendering Outstanding Notes, in the prospectus. 3. Withdrawal of Tenders. Except as otherwise provided in the prospectus, tenders of notes may be withdrawn at any time on or prior to the expiration date. For a withdrawal of tendered notes to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be received by the exchange agent on or prior to the expiration date at its address set forth on the cover of this letter of transmittal. Any such notice of withdrawal must (1) specify the name of the person who tendered the notes to be withdrawn, (2) identify the notes to be withdrawn, including the certificate number or numbers shown on the particular certificates evidencing such notes (unless such notes were tendered by book-entry transfer), the aggregate principal amount represented by such notes and the name of the registered holder of such notes, if different from that of the person who tendered such notes, (3) be signed by the holder of such notes in the same manner as the original signature on the letter of transmittal by which such notes were tendered (including any required signature guarantees), or be accompanied by (i) documents of transfer sufficient to have the trustee register the transfer of the notes into the name of the person withdrawing such notes, and (ii) a properly completed irrevocable proxy authorizing such person to effect such withdrawal on behalf of such holder (unless the notes were tendered by book entry transfer), and (4) specify the name in which any such notes are to be registered, if different from that of the registered holder. If the notes were tendered pursuant to the procedures for book-entry transfer sent forth in The Exchange Offer Procedures for Tendering Outstanding Notes, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of outstanding notes and must otherwise comply with the procedures of DTC. If the notes to be withdrawn have been delivered or otherwise identified to the exchange agent, a signed notice of withdrawal is effective immediately upon written or facsimile notice of such withdrawal even if physical release is not yet effected. Any permitted withdrawal of notes may not be rescinded. Any notes properly withdrawn will thereafter be deemed not validly tendered for purposes of the exchange offer. However, properly withdrawn notes may be retendered by following one of the procedures described in the prospectus under the caption The Exchange Offer Procedures for Tendering Outstanding Notes at any time prior to the expiration date. All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by Allied NA, in its reasonable discretion, which determination shall be final and binding on all parties. Neither Allied NA, any affiliates of Allied NA, the exchange agent or any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. 4. Partial Tenders. Tenders of notes pursuant to the exchange offer will be accepted only in principal amounts equal to $1,000 or integral multiples of $1,000. If less than the entire principal amount of any notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the principal amount tendered in the last column of the box entitled Description of Notes herein. The entire principal amount represented by the certificates for all notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all notes held by the holder is not tendered, new certificates for the principal amount of notes not tendered and exchange notes issued in exchange for any notes tendered and accepted will be sent (or, if tendered by book-entry transfer, returned by credit to the account at DTC designated herein) to the holder unless otherwise provided in the appropriate box on this letter of transmittal (see Instruction 6), as soon as practicable following the expiration date.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 5. Signature on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures. If this letter of transmittal is signed by the registered holder(s) of the outstanding notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of certificates without alteration, enlargement or change whatsoever. If this letter of transmittal is signed by a participant in DTC whose name is shown as the owner of the notes tendered hereby, the signature must correspond with the name shown on the security position listing the owner of the notes. If any of the notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this letter of transmittal. If any tendered notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many copies of this letter of transmittal and any necessary accompanying documents as there are different names in which certificates are held. If this letter of transmittal is signed by the holder, and the certificates for any principal amount of notes not tendered are to be issued (or if any principal amount of notes that is not tendered is to be reissued or returned) to or, if tendered by book-entry transfer, credited to the account of DTC of the registered holder, and exchange notes exchanged for outstanding notes in connection with the exchange offer are to be issued to the order of the registered holder, then the registered holder need not endorse any certificates for tendered notes nor provide a separate bond power. In any other case (including if this letter of transmittal is not signed by the registered holder), the registered holder must either properly endorse the certificates for notes tendered or transmit a separate properly completed bond power with this letter of transmittal (in either case, executed exactly as the name(s) of the registered holder(s) appear(s) on such notes, and, with respect to a participant in DTC whose name appears on a security position listing as the owner of notes, exactly as the name(s) of the participant(s) appear(s) on such security position listing), with the signature on the endorsement or bond power guaranteed by a signature guarantor or an eligible guarantor institution, unless such certificates or bond powers are executed by an eligible guarantor institution, and must also be accompanied by such opinions of counsel, certifications and other information as Allied NA or the trustee for the original notes may require in accordance with the restrictions on transfer applicable to the outstanding notes. See Instruction 2. Endorsements on certificates for notes and signatures on bond powers provided in accordance with this Instruction 5 by registered holders not executing this letter of transmittal must be guaranteed by an eligible institution. See Instruction 2. If this letter of transmittal or any certificates representing notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the exchange agent, in its sole discretion, of their authority so to act must be submitted with this letter of transmittal. 6. Special Issuance and Special Delivery Instructions. Tendering holders should indicate in the applicable box or boxes the name and address to which notes for principal amounts not tendered or exchange notes exchanged for outstanding notes in connection with the exchange offer are to be issued or sent, if different from the name and address of the holder signing this letter of transmittal. In the case of issuance in a different name, the taxpayer-identification number of the person named must also be indicated. Holders tendering by book-entry transfer may request that outstanding notes not exchanged be credited to such accounted maintained at DTC as such holder may designate. If no instructions are given, notes not tendered will be returned to the registered holder of the notes tendered. For holders of notes tendered by book- entry transfer, notes not tendered will be returned by crediting the account at DTC designated above. 7. Transfer Taxes. Allied NA will pay all transfer taxes, if any, required to be paid by Allied NA in connection with the exchange of the outstanding notes for the exchange notes. If, however, exchange notes, or outstanding notes for principal amounts not tendered or accepted for exchange, are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than the exchange of the outstanding notes in connection with the exchange offer, then the amount of any transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of the transfer taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 8. Mutilated, Lost, Stolen or Destroyed Outstanding Notes. If any certificate representing outstanding notes has been mutilated, lost, stolen or destroyed, the holder should promptly contact the exchange agent at the address indicated above. The holder will then be instructed as to the steps that must be taken in order to replace the certificate. This letter of transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed. 9. Irregularities. All questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of any tenders of notes pursuant to the procedures described in the prospectus and the form and validity of all documents will be determined by Allied NA, in its sole discretion, which determination shall be final and binding on all parties. Allied NA reserves the absolute right, in its sole and absolute discretion, to reject any or all tenders of any notes determined by it not to be in proper form or the acceptance of which may, in the opinion of Allied NAs counsel, be unlawful. Allied NA also reserves the absolute right, in its sole discretion subject to applicable law, to waive or amend any of the conditions of the exchange offer or to waive any defect or irregularity in the tender of any particular notes. To the extent that any condition of the exchange offer is waived with respect to a particular note it will also be waived with respect to all outstanding notes. Allied NAs interpretations of the terms and conditions of the exchange offer (including, without limitation, the instructions in this letter of transmittal) shall be final and binding. No alternative, conditional or contingent tenders will be accepted. Unless waived, any irregularities in connection with tenders must be cured within such time as Allied NA shall determine. Each tendering holder, by execution of a letter of transmittal (or a manually signed facsimile thereof), waives any right to receive any notice of the acceptance of such tender. Tenders of such notes shall not be deemed to have been made until such irregularities have been cured or waived. Any notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless such holders have otherwise provided herein, promptly following the expiration date. None of Allied NA, any of its affiliates, the exchange agent or any other person will be under any duty to give notification of any defects or irregularities in such tenders or will incur any liability to holders for failure to give such notification. 10. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for assistance or additional copies of the prospectus, this letter of transmittal and the notice of guaranteed delivery may be directed to the exchange agent at the address and telephone number set forth above. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer. IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH CERTIFICATES FOR OUTSTANDING NOTES OR A BOOK ENTRY-CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION DATE.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY For Tender of Any And All Outstanding 1 Series A 7 /4% Senior Unsecured Notes due 2015 of ALLIED WASTE NORTH AMERICA, INC. Pursuant to the Prospectus Dated , 2005

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2005, UNLESS EXTENDED (THE EXPIRATION DATE).

The Exchange Agent for the Exchange Offer is: U.S. BANK NATIONAL ASSOCIATION By Mail: By Facsimile Transmission: By Hand/Overnight Delivery: U.S. Bank Trust Center (for eligible institutions only) U.S. Bank Trust Center 60 Livingston Avenue (651) 495-8158 60 Livingston Avenue St. Paul, Minnesota 55107 St. Paul, Minnesota 55107 Attn: Specialized Finance Group Confirm by Telephone: Attn: Specialized Finance Group (800) 934-6802 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. As set forth in the prospectus, dated , 2005, of Allied Waste North America, Inc., a Delaware corporation (Allied NA), under The Exchange Offer Guaranteed Delivery Procedures, and in the accompanying letter of transmittal and instructions thereto, this form or one substantially equivalent hereto or an agents message relating to guaranteed delivery must be used to accept Allied NAs offer to 1 exchange $1,000 principal amount of its Series B 7 /4% Senior Notes due 2015, which have been registered under the Securities Act of 1933, 1 as amended, for each $1,000 principal amount of its outstanding Series A 7 /4% Senior Unsecured Notes due 2015, if certificates representing such notes are not immediately available, time will not permit the letter of transmittal, certificates representing such notes or other required documents to reach the exchange agent, or the procedures for book-entry transfer (including a properly transmitted agents message with respect thereto) cannot be completed, on or prior to the expiration date. This form is not to be used to guarantee signatures. If a signature on the letter of transmittal is required to be guaranteed by signature guarantor under the instructions thereto, such signature guarantee must appear in the applicable space provided in the letter of transmittal.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: The undersigned hereby tenders to Allied NA, upon the terms and subject to the conditions set forth in the prospectus and the letter of transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of outstanding notes set forth below pursuant to the guaranteed delivery procedures set forth in the prospectus under the caption The Exchange Offer Guaranteed Delivery Procedures. The undersigned hereby authorizes the exchange agent to deliver this notice of guaranteed delivery to Allied NA with respect to the outstanding notes tendered pursuant to the exchange offer. The undersigned understands that tenders of the outstanding notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned also understands that tenders of the outstanding notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. For a withdrawal of a tender of notes to be effective, it must be made in accordance with the procedures set forth in the prospectus under The Exchange Offer Withdrawal Rights. The undersigned understands that the exchange of any exchange notes for outstanding notes will be made only after timely receipt by the exchange agent of (i) the certificates of the tendered notes, in proper form for transfer (or a book-entry confirmation of the transfer of such notes into the exchange agents account at The Depository Trust Company), and (ii) a letter of transmittal (or a manually signed facsimile thereof) properly completed and duly executed with any required signature guarantees, together with any other documents required by the letter of transmittal (or a properly transmitted agents message), within three New York Stock Exchange, Inc. trading days after the execution hereof. All authority herein conferred or agreed to be conferred by this notice of guaranteed delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this notice of guaranteed delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

X Date: X Address: Signature(s) of Registered Holder(s) or Area Code and Telephone No.: Authorized Signatory If Notes will be delivered by book-entry transfer, provide information below: Name(s) of Registered Holder(s): Series and Principal Amount of Notes Tendered*: Name of Tendering Institution: Certificate No.(s) of Notes (if available): Depositary Account No. with DTC: * Must be in denominations of $1,000 and any Transaction Code Number: integral multiple thereof. DO NOT SEND NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR PROPERLY TRANSMITTED AGENTS MESSAGE.

This notice of guaranteed delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificate(s) for notes or on a security position listing as the owner of notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information: PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):

Capacity:

Address(es):

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document THE GUARANTEE BELOW MUST BE COMPLETED GUARANTEE (Not to be used for Signature Guarantee) The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or a correspondent in the United States or an eligible guarantor institution within the meaning of Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, hereby guarantees that the notes to be tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the prospectus under The Exchange Offer Guaranteed Delivery Procedures), and that the exchange agent will receive (a) such notes, or a book-entry confirmation of the transfer of such notes into the exchange agents account at The Depository Trust Company, and (b) a properly completed and duly executed letter of transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agents message, within three New York Stock Exchange, Inc. trading days after the date of execution hereof. The eligible guarantor institution that completes this form must communicate the guarantee to the exchange agent and must deliver the letter of transmittal, or a properly transmitted agents message, and notes, or a book-entry confirmation in the case of a book-entry transfer, to the exchange agent within the time period described above. Failure to do so could result in a financial loss to such eligible guarantor institution.

Name of Firm:

Authorized Signature:

Title:

Address:

Area Code and Telephone Number:

Dated: ______, 2005

Letter to Registered Holders and DTC Participants Regarding the Tender of Any and All Outstanding 1 Series A 7 /4% Senior Notes due 2015 of ALLIED WASTE NORTH AMERICA, INC. Pursuant to the Prospectus Dated , 2005

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2005, UNLESS EXTENDED (THE EXPIRATION DATE).

, 2005

To Registered Holders and DTC Participants: Allied Waste North America, Inc., a Delaware corporation (Allied NA) is offering to exchange, upon and subject to the terms and conditions set forth in the prospectus, dated , 2005, and the letter of transmittal, $1,000 principal amount of its Series B 1 7 /4% Senior Notes due 2015, which have been registered under the Securities Act of 1933, as amended (the Securities Act), for each $1,000 1 principal amount of its outstanding Series A 7 /4% Senior Notes due 2015, of which $600,000,000 aggregate principal amount is outstanding. In connection with the exchange offer, we are requesting that you contact your clients for whom you hold outstanding notes registered in your name or in the name of your nominee, or who hold outstanding notes registered in their own names. Allied NA will not pay any fees or commissions to any broker, dealer or other person in connection with the solicitation of tenders pursuant to the exchange offer. However, you will, upon request, be reimbursed for reasonable out-of-pocket expenses incurred in connection with soliciting acceptances of the exchange offer. Allied NA will pay or cause to be paid all transfer taxes applicable to the exchange of outstanding notes pursuant to the exchange offer, except as set forth in the prospectus and the letter of transmittal. For your information and for forwarding to your clients, we are enclosing the following documents: 1. The prospectus dated , 2005; The letter of transmittal for your use in connection with the tender of the outstanding notes and for the information of your 2. clients; The notice of guaranteed delivery to be used to accept the exchange offer if the outstanding notes and all other required 3. documents cannot be delivered to the exchange agent prior to the Expiration Date; and A form of letter which may be sent to your clients for whose account you hold outstanding notes registered in your name or the 4. name of your nominee, with space provided for obtaining such clients instructions with regard to the exchange offer. To participate in the exchange offer, a beneficial holder must either: cause to be delivered to U.S. Bank National Association (the exchange agent), at the address set forth in the letter of transmittal, definitive certificated notes representing outstanding notes in proper form for transfer together with a duly executed and properly completed letter of transmittal, with any required signature guarantees and any other required documents; or

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document cause a DTC Participant to tender such holders outstanding notes to the Exchange Agents account maintained at the Depository Trust Company (DTC) for the benefit of the Exchange Agent through DTCs Automated Tender Offer Program (ATOP), including transmission of a computer-generated message that acknowledges and agrees to be bound by the terms of the letter of transmittal. By complying with DTCs ATOP procedures with respect to the exchange offer, the DTC Participant confirms on behalf of itself and the beneficial owners of tendered outstanding notes all provisions of the letter of transmittal applicable to it and such beneficial owners as fully as if it completed, executed and returned the letter of transmittal to the exchange agent. You will need to contact those of your clients for whose account you hold definitive certificated notes or book-entry interests representing outstanding notes and seek their instructions regarding the exchange offer. If holders of outstanding notes wish to tender, but it is impracticable for them to forward their certificates for outstanding notes prior to the expiration of the exchange offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the prospectus and the letter of transmittal. Any inquiries you may have with respect to the exchange offer, or requests for additional copies of the enclosed materials, should be directed to the exchange agent for the outstanding notes, at its address and telephone number set forth on the front of the letter of transmittal.

Very truly yours,

Allied Waste North America, Inc. NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF ALLIED NA OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Instruction to Registered Holders and DTC Participants From Beneficial Owner of 1 Series A 7 /4% Senior Unsecured Notes due 2015 of ALLIED WASTE NORTH AMERICA, INC. The undersigned hereby acknowledges receipt of the prospectus, dated , 2005, of Allied Waste North America, Inc., a Delaware corporation (Allied NA), and the letter of transmittal, that together constitute Allied NAs offer to exchange $1,000 principal 1 amount of its Series B 7 /4% Senior Notes due 2015, which have been registered under the Securities Act of 1933, as amended (the Securities 1 Act), for each $1,000 principal amount of its outstanding Series A 7 /4% Senior Notes due 2015, of which $600,000,000 aggregate principal amount is outstanding. This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the exchange offer with respect to the outstanding notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the prospectus and the letter of transmittal. The aggregate face amount of the outstanding notes held by you for the account of the undersigned is (fill in amount):

1 $ of Series A 7 /4% Senior Unsecured Notes due 2015 With respect to the exchange offer, the undersigned hereby instructs you (check appropriate box): o To TENDER ALL of the outstanding notes held by you for the account of the undersigned. To TENDER the following outstanding notes held by you for the account of the undersigned (insert principal amount of outstanding o notes to be tendered, if any):

1 $ of Series A 7 /4% Senior Unsecured Notes due 2015 o NOT to TENDER any outstanding notes held by you for the account of the undersigned. If the undersigned instructs you to tender outstanding notes held by you for the account of the undersigned, it is understood that you are authorized: to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties and agreements contained in the letter of transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that: the exchange notes acquired pursuant to the exchange offer are being acquired in the ordinary course of business of the undersigned; the undersigned is not engaging in and does not intend to engage in a distribution of the exchange notes; the undersigned does not have an arrangement or understanding with any person to participate in the distribution of such exchange notes; the undersigned is not an affiliate of Allied NA or the guarantors within the meaning of Rule 405 under the Securities Act; if the undersigned is a resident of the State of California, if falls under the self-executing institutional investor exemption set forth under Section 25102(i) of the Corporate Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of the California Blue Sky Regulations;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document if the undersigned is a resident of the Commonwealth of Pennsylvania, it falls under the self-executing institutional investor exemption set forth under Sections 203(c), 102(d) and (k) of the Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania Blue Sky Regulations and an interpretive opinion dated November 16, 1985; the undersigned acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or is participating in the exchange offer for the purpose of disturbing the exchange notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the SEC) set forth in certain no-action letters; the undersigned and each beneficial owner understands that a secondary resale transaction described in the previous bullet point and any resales of exchange notes or interests therein obtained by such holder in exchange for outstanding notes or interests therein originally acquired by such holder directly from Allied NA should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K or the SEC; if the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes, the undersigned is not deemed to admit that it is an underwriter within the meaning of the Securities Act; and the undersigned is not acting on behalf of any person who could not truthfully make the foregoing representations; to agree, on behalf of the undersigned, as set forth in the letter of transmittal; and to take such other action as necessary under the prospectus or the letter of transmittal to effect the valid tender of outstanding notes. The undersigned acknowledges that if an executed copy of this letter of transmittal is returned, the entire principal amount of outstanding notes held for the undersigneds account will be tendered unless otherwise specified above. The undersigned hereby represents and warrants that the undersigned (1) owns the notes tendered and is entitled to tender such notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer the outstanding notes and to acquire exchange notes issuable upon the exchange of such tendered notes, and that, when the same are accepted for exchange, Allied NA will acquire good, marketable and unencumbered title to the tendered notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind.

SIGN HERE

Name of beneficial owner(s) (please print):

Signature(s):

Address:

Telephone Number:

Taxpayer Identification Number or Social Security Number:

Date:

Letter to Beneficial Holders Regarding the Offer to Exchange Any and All Outstanding 1 Series A 7 /4% Senior Unsecured Notes due 2015 of ALLIED WASTE NORTH AMERICA, INC. Pursuant to the Prospectus Dated , 2005

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2005, UNLESS EXTENDED (THE EXPIRATION DATE).

, 2005 To Our Clients: Enclosed for your consideration is a prospectus, dated , 2005, of Allied Waste North America, Inc., a Delaware corporation (Allied NA), and a letter of transmittal, that together constitute Allied NAs offer to exchange $1,000 principal amount of its Series B 1 7 /4% Senior Notes due 2015, which have been registered under the Securities Act of 1933, as amended (the Securities Act), for each 1 $1,000 principal amount of its outstanding Series A 7 /4% Senior Unsecured Notes due 2015, of which $600,000,000 aggregate principal amount is outstanding. The materials relating to the exchange offer are being forwarded to you as the beneficial owner of outstanding notes carried by us for your account or benefit but not registered in your name. A tender of any outstanding notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, we urge beneficial owners of outstanding notes registered in the name of a broker, dealer, commercial bank, trust company or any other nominee to contact such registered holder promptly if they wish to tender outstanding notes in the exchange offer. Accordingly, we request instructions as to whether you wish us to tender any or all such outstanding notes held by us for your account or benefit pursuant to the terms and conditions set forth in the prospectus and the letter of transmittal. We urge you to read carefully the prospectus and the letter of transmittal and other material provided herewith before instructing us to tender your outstanding notes. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO EXCHANGE OUTSTANDING NOTES HELD BY US FOR YOUR ACCOUNT OR BENEFIT. Your instructions to us should be forwarded as promptly as possible in order to permit us to outstanding tender notes on your behalf in accordance with the provisions of the exchange offer. Your attention is directed to the following: 1. The exchange offer will expire at 5:00 p.m., New York City time, on , 2005, unless extended. Tendered outstanding notes may be withdrawn, subject to the procedures described in the prospectus, at any time prior to 5:00 p.m. New York City time, on the Expiration Date. 2. The outstanding notes will be exchanged for the exchange notes at the rate of $1,000 principal amount of exchange notes for each $1,000 principal amount of outstanding notes validly tendered and not validly withdrawn prior to the expiration date. The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the outstanding notes or, if no interest has been 1 paid, from March 9, 2005 for the Series B 7 /4% Senior Unsecured Notes due 2015. The form and terms of the exchange notes are identical in all material respects to the form and terms of the outstanding notes, except that the exchange notes have been registered under the Securities Act. 3. Notwithstanding any other term of the exchange offer, Allied NA may terminate or amend the exchange offer as provided in the prospectus and will not be required to accept for exchange, or exchange any exchange notes for, any outstanding notes not accepted for exchange prior to such termination.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4. Any transfer taxes applicable to the exchange of the outstanding notes pursuant to the exchange offer will be paid by Allied NA, except as otherwise provided in the prospectus and in Instruction 8 of the letter of transmittal. 5. Based on an interpretation of the Securities Act by the staff of the Securities and Exchange Commission, Allied NA believes that exchange notes issued pursuant to the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by holders thereof without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holder: (a) is acquiring exchange notes in its ordinary course of business; (b) is not engaging in and does not intend to engage in a distribution of the exchange notes; (c) is not participating, and has no arrangement or understanding with any person to participate, in a distribution of the exchange notes; (d) is not an affiliate of Allied NA or the guarantors, as such term is defined under Rule 405 of the Securities Act; and (e) the holder is not acting on behalf of any person who could not truthfully make these statements. To participate in the exchange offer, holders must represent to Allied NA that each of these statements is true. If the holder is a broker- dealer that will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities, it must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes. If you wish to have us tender any or all of your outstanding notes, please so instruct us by completing and returning to us the form entitled Instruction to Registered Holders and DTC Participants From Beneficial Owner that appears below. An envelope to return your instructions is enclosed. If you authorize a tender of your outstanding notes, the entire principal amount of outstanding notes held for your account will be tendered unless otherwise specified on the instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Date.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 15880 N. Greenway-Hayden Loop, Ste. 100 Scottsdale, AZ 85260 Tel: (480) 627-2700 Fax: (480) 627-2701

September 28, 2005

VIA EDGAR AND HAND DELIVERY Mathew Franker, Esq. Staff Attorney U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549

Allied Waste Industries, Inc. Re: Registration Statement on Form S-4 (File No. 333-126239)

Dear Mr. Franker: Allied Waste Industries, Inc. (the Registrant), is responding to the comments of the Staff of the U.S. Securities and Exchange Commission (the Commission) set forth in your letter dated August 30, 2005, with respect to Amendment No. 1 to the Registrants above- referenced Registration Statement on Form S-4 filed with the Commission on August 16, 2005 (Amendment No. 1). Earlier today, the Registrant filed via EDGAR Amendment No. 2 to the Registration Statement (Amendment No. 2) revised to reflect changes prompted by your comments. Amendment No. 2 contains the various revisions described below. For your convenience, we are delivering a courtesy package, which includes five copies of Amendment No. 2, two of which have been marked to show changes from Amendment No. 1. The Staffs comments are set forth below in bold, followed by the Registrants responses to each comment. References to exhibit numbers in the comment responses below refer to exhibits in Amendment No. 2.

Exhibit 5.1, Opinion of Latham & Watkins Please submit a revised legality opinion opining that all guarantees, including those by entities other than the Identified Guarantors, are binding obligations. In addition, we note your counsels assumption that each Guarantor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization for guarantors incorporated in states 1. other than New York and Delaware. Please submit a revised legality opinion that does not contain this assumption. Alternatively, we will not object if counsel obtains local corporate law opinions necessary to support its opinion, replaces the assumptions in the first paragraph of page 3 with a statement that it is relying on those opinions, and files the local opinions as exhibits to the registration statement.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document September 28, 2005 Page 2 Response: The Registrant has obtained local corporate law opinions necessary to support its counsels opinion (see exhibits I through XXXIII) and has revised exhibit 5.1 to state that its counsel is relying on those opinions in rendering its own opinion for guarantors incorporated in states other than New York, California and Delaware (see Exhibit 5.1).

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document September 28, 2005 Page 3 We hope the foregoing answers are responsive to your comments and look forward to resolving any outstanding issues as quickly as possible. If you have any questions in connection with our responses to your comments, please feel free to call me at (480) 627-2700. Truly yours,

Peter S. Hathaway, Allied Waste Industries, Inc.

Kerri Howard, Allied Waste Industries, Inc. Gregory A. Ezring, Esq., Latham & Watkins LLP cc: Ian D. Schuman, Esq., Latham & Watkins LLP Jason S. Frank, Esq., Latham & Watkins LLP Timothy Pitrelli, Esq. Latham & Watkins LLP