EXHIBIT 5.1
June 28, 2000
Peter Kiewit Sons', Inc.
Kiewit Plaza
Omaha, Nebraska 68131
Re: Form S-8 Registration Statement
Gentlemen:
I am corporate counsel to Peter Kiewit Sons',
Inc., a Delaware corporation (the "Company"), and in
such capacity have examined the Registration Statement
on Form S-8 to which this opinion is an exhibit, to be
filed with the Securities and Exchange Commission on or
about June 28, 2000 (the "Registration Statement").
The Registration Statement will register 1,600,000
shares of the Company's $.01 par value common stock
(the "Common Stock"). I have also examined copies of
the Restated Certificate of Incorporation and the
Amended and Restated By-laws of the Company. In
addition, I have made such other examinations and have
ascertained or verified to my satisfaction such
additional facts as I deem pertinent under the
circumstances.
Based on the foregoing, it is my opinion that:
1. The Company is a corporation duly organized
and existing under the laws of the State of Delaware.
2. The shares of Common Stock, when sold
pursuant to the offering contemplated by the
Registration Statement, will be legally issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as
an Exhibit to the Registration Statement.
Very truly yours,
/s/ Michael F. Norton
Michael F. Norton
Corporate Counsel
MFN:ph
