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GROSS SHUMAN BRIZDLE & GILFILLAN, P.C. |
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ATTORNEYS AT LAW |
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GORDON R. GROSS
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465 MAIN STREET — SUITE 600
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4145 North Service Road — Suite 200 |
IRVING M. SHUMAN
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BUFFALO, NEW YORK 14203-1787
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Burlington, Ontario, Canada L7L 6A3 |
PETER S. GILFILLAN
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(716) 854-4300
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(416) 221-5600 |
DAVID H. ALEXANDER*
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(866) 893-2003
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(905) 336-8957 |
ROBERT J. FELDMAN
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FAX (716) 854-2787
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Fax: (905) 332-3007 |
LESLIE MARK GREENBAUM |
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JEFFREY A. HUMAN
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Fax/Email Not
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By Appointment Only: |
HUGH C. CARLIN
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For Service of Papers |
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HOWARD B. COHEN
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5820 Main Street- Suite 306 |
JOHN K. ROTTARIS
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Williamsville, NY 14221 |
JOHN F. LEONE |
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JONATHAN D. SCHECHTER
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DAVID H. ELIBOL
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Joel H. Paull |
THOMAS J. KEABLE
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Of Counsel |
HARRY J. FORREST |
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MELISSA S. PAULL |
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JANET G. BURHYTE |
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* NY & FLA BAR |
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EXHIBIT 5.1
Ecology and Environment, Inc.
368 Pleasant View Drive
Lancaster, New York 14086
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Ecology and Environment, Inc. (the “Company”), in connection with
the preparation of the Registration Statement on Form S-8 to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), on or about the date hereof (the “Registration Statement”) relating to the registration of
an aggregate of 88,000 shares of the Company’s Common Stock, $.01 par value per share (the
“Shares”), reserved for issuance from time to time under the Ecology and Environment, Inc. 1998
Stock Award Plan, as amended, (the “Plan”).
In so acting, we have examined originals, or copies certified or otherwise identified to our
satisfaction, of (a) the Certificate of Incorporation, as amended, and By-Laws of the Company as
currently in effect, (b) the Registration Statement, (c) the Plan, (d) certain resolutions adopted
by the Board of Directors of the Company, and (e) such other documents, records, certificates and
other instruments of the Company as in our judgment are necessary or appropriate for purposes of
this opinion.
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Based on the foregoing, it is our opinion that the Shares will be, when issued and sold in the
manner referred to in the Plan, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
In giving such consent, we do not hereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act, or the rules or regulations of the
Securities and Exchange Commission promulgated thereunder.
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Very truly yours, |
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GROSS, SHUMAN, BRIZDLE, |
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& GILFILLAN, P.C. |
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By:
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/s/ David H. Alexander |
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