We have acted as counsel to Changing World Technologies, Inc., a Delaware corporation (the
“
Company”), in connection with the preparation and filing with the Securities and Exchange
Commission of
the Company’s Registration Statement on Form S-1, File No.
333-152967 (as amended and
including any subsequent registration statement on Form S-1 filed pursuant to Rule 462(b), the
“
Registration Statement”), under the Securities Act of 1933, as amended (the “
Act”), relating to
the registration of 3,162,500 shares of common stock, par value $0.01 per share (the “
Common
Stock”), of
the Company (such shares together with any additional shares of Common Stock that may
be sold pursuant to Rule 462(b) under the Act, the “
Shares”). The Shares are to be sold by the
Company pursuant to an
underwriting agreement among
the Company and the underwriters named therein
(the “
Underwriting Agreement”), filed as
Exhibit 1.1 to the Registration Statement.
In so acting, we have examined originals or copies (certified or otherwise identified to our
satisfaction) of (i) the Amended and Restated
Certificate of Incorporation of
the Company, filed as
Exhibit 3.1 to the Registration Statement; (ii) the Amended and Restated
Bylaws of
the Company,
filed as
Exhibit 3.3 to the Registration Statement (iii) the Registration Statement; (iv) the
prospectus contained within the Registration Statement; (v) the form of the
Underwriting Agreement;
and (vi) such corporate records, agreements, documents and other instruments, and such certificates
or comparable documents of public officials and of officers and representatives of
the Company, and
have made such inquiries of such officers and representatives, as we have deemed relevant and
necessary as a basis for the opinion hereinafter set forth.
