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Exhibit 8.1
[SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS) LETTERHEAD]
July 28, 2000
Peter Kiewit Sons', Inc.
Kiewit Plaza
Omaha, NE 68131
Kiewit Materials Company
Kiewit Plaza
Omaha, NE 68131
Ladies and Gentlemen:
We are acting as special tax counsel to Peter Kiewit Sons', Inc., a
Delaware corporation ("PKS"), in connection with the filing with the United
States Securities and Exchange Commission (the "Commission") of the Joint
Registration Statement on Form S-4 (file number 333-30760-1) (the "Registration
Statement") of PKS and Kiewit Materials Company, a direct, wholly owned
subsidiary of PKS ("Materials"), relating to the proposed offer of convertible
debentures of Materials or both new reduced principal amount convertible
debentures of PKS and shares of Materials common stock in exchange for
outstanding convertible debentures of PKS (the "Debenture Exchange Offer").
In rendering our opinion, we have examined and relied upon the
accuracy and completeness of the facts, information, representations and
covenants contained in originals or copies, certified or otherwise identified to
our satisfaction, of the Registration Statement, the request by PKS for rulings
from the Internal Revenue Service (the "IRS") dated January 11, 2000, as
supplemented on March 27, 2000 (the "Ruling Request"), the private letter ruling
from the IRS dated May 23, 2000 and such other documents as we have deemed
necessary or appropriate as a
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Peter Kiewit Sons', Inc.
July 28, 2000
Page 2
basis for the opinion set forth below. Our opinion is conditioned upon, among
other things, the initial and continuing accuracy and completeness of such
facts, information, representations and covenants.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents. We have assumed that all of the
transactions related to the Debenture Exchange Offer will be consummated in the
manner described in the Ruling Request and the Registration Statement.
In rendering our opinion, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated thereunder, pertinent judicial authorities, interpretive
rulings of the IRS and such other authorities as we have considered relevant,
all of which are subject to change at any time, possibly with retroactive
effect. A change in any of the authorities upon which our opinion is based could
affect our conclusions.
Based upon and subject to the foregoing, we hereby confirm that the
discussion set forth under the heading "Material U.S. Federal Income Tax
Consequences" in the Joint Prospectus included within the Registration Statement
(the "Prospectus") is a fair and accurate summary in all material respects with
respect to the matters of law referred to therein.
This opinion is limited to the federal law of the United States and
administrative rulings of the IRS as in effect on the date hereof. We have no
obligation to advise you or any other person of changes in law or in the
administrative rulings of the IRS that occur after the date hereof.
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Peter Kiewit Sons', Inc.
July 28, 2000
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This opinion is furnished to you solely for your benefit in
connection with the filing of the Registration Statement and, except as set
forth below, is not to be used, circulated, quoted or otherwise referred to for
any purpose without our prior written consent. We consent to the use of our name
in the Prospectus and to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and any amendment thereto. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom (Illinois)
