Exhibit 5.1
June 20, 2024
Republic Services, Inc.
18500 North Allied Way
Phoenix, Arizona 85054
Ladies & Gentlemen:
We have acted as counsel to Republic Services, Inc., a Delaware corporation (the “Company”), and are rendering this opinion in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Act”), of (i) $400,000,000 aggregate principal amount of its 5.000% Notes due 2029 (the “2029 Notes”) and (ii) $500,000,000 aggregate principal amount of its 5.200% Notes due 2034 (the “2034 Notes” and, together with the 2029 Notes, the “Notes”), issued pursuant to the Indenture, dated as of November 25, 2009, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee (the “Base Indenture”), as supplemented by the Fifteenth Supplemental Indenture, to be dated on or about June 25, 2024 (the “Fifteenth Supplemental Indenture” and together with the Base Indenture, the “Indenture”), pursuant to the prospectus, dated August 5, 2022 (the “Base Prospectus”), as supplemented by the prospectus supplement, dated June 17, 2024 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), relating to the registration statement on Form S-3 (No. 333-266553), filed with the Securities and Exchange Commission (the “Commission”) on August 5, 2022 (such registration statement is herein referred to as the “Registration Statement”).
We have reviewed such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals.
We have assumed further that the Trustee has duly authorized, executed and delivered the Indenture.
We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.
Based upon the foregoing, and subject to the qualifications set forth below, we are of the opinion that, when the Notes have been (a) duly executed by the Company and authenticated by the Trustee in accordance with the Indenture and (b) duly issued and delivered against payment therefor as contemplated by the Prospectus, the Notes will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
