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Exhibit 8.2
[Blake Letterhead]
July 28, 2000
Reference: 13741/4
Peter Kiewit Sons', Inc.
Kiewit Plaza
Omaha, NE 68131
Dear Ladies and Gentlemen:
We are acting as special Canadian 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 (the "Registration Statement") of PKS and
Kiewit Materials Company, a direct, wholly-owned subsidiary of PKS
("Materials"), relating to the proposed issuance of convertible debentures of
Materials and shares of Materials common stock in exchange for convertible
debentures of PKS (the "Exchange").
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, and such other documents as we
have deemed necessary or appropriate as a 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 Exchange will be consummated in the manner described
in the Registration Statement.
In rendering our opinion, we have considered the current provisions
of the Income
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[BLAKE LETTERHEAD]
Tax Act (Canada) (the "Act") and the regulations under the Act, specific
proposals to amend the Act or the regulations publicly announced by the Minister
of Finance prior to the date hereof, and our understanding of the current
published administrative and assessing practices of the Canada Customs and
Revenue Agency ("CCRA"). Our opinion does not take into account provincial,
local or foreign laws or future changes in applicable tax laws or the CCRA's
administrative and assessing practices, whether by legislative, governmental or
judicial action.
Based upon and subject to the foregoing, we hereby confirm that the
discussion set forth under the heading "Material Canadian 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, subject to the exception
referred to therein concerning the draft legislation released on June 22, 2000.
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. 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 or regulations
of the Commission promulgated thereunder.
Yours very truly,
BLAKE, CASSELS & GRAYDON LLP
