Robins, Kaplan, Miller & Ciresi L.L.P.
2800 LaSalle Plaza
800 LaSalle Avenue
Minneapolis, MN 55402-2015
February 25, 2005
Appliance
Recycling Centers of America, Inc.
7400 Excelsior Blvd.
Minneapolis, MN 55426-4517
Ladies and Gentlemen:
We have acted as legal counsel for Appliance Recycling Centers of America, Inc. (the "Company") in connection with the preparation and filing of a Registration Statement on Form S-2 (the "Registration Statement") relating to the registration under the Securities Act of 1933, as amended, of the sale of an aggregate of 1,682,000 shares (the "Shares") of common stock, without par value (the "Common Stock"), of the Company, all of which Shares are to be sold by selling stockholders (the "Selling Stockholders"). The Shares were issued to the Selling Stockholders by the Company in private transactions (the "Private Transactions").
In connection therewith, we have examined (a) the Articles of Incorporation and Bylaws of the Company, both as amended to date; (b) the corporate proceedings of the Company relative to its organization and to the authorization and issuance of the Shares in the Private Transactions; and (c) the Registration Statement and the Prospectus included as a part thereof (the "Prospectus"). In addition to such examination, we have reviewed such other proceedings, documents and records and have ascertained or verified such additional facts as we deem necessary or appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Prospectus.
Sincerely,
ROBINS, KAPLAN, MILLER & CIRESI L.L.P.