EXHIBIT 5.1
November 1, 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 November 1, 2000 (the
"Registration Statement"). The Registration Statement will
register $5,300,000 of the Company's 7.81% Series 2000
Convertible Debentures due October 31, 2010 ("2000
Debentures"). 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 2000 Debentures, when issued and sold pursuant to
such offering and in accordance with the terms of the Trust
Indenture, will be binding obligations of the Company.
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:pkh
