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[WILLKIE FARR & GALLAGHER LOGO]
July 28, 2000
Peter Kiewit Sons', Inc.
Kiewit Plaza
Omaha, Nebraska 68131
Kiewit Materials Company
Kiewit Plaza
Omaha, Nebraska 68131
Ladies and Gentlemen:
We have acted as counsel to Peter Kiewit Sons', Inc. ("Kiewit") and Kiewit
Materials Company ("Materials"), each a corporation organized under the laws of
the State of Delaware, in connection with the preparation of a joint
Registration Statement on Form S-4 of Kiewit and Materials (Registration No.
333-30760-01) (as amended, the "Registration Statement") covering up to:
1. (i) $3,355,000 aggregate principal amount of 8.028% Series
1997A Convertible Debentures of Kiewit, due October 31, 2010
(the "New Kiewit 1997A Debentures"); (ii) $4,365,000 aggregate
principal amount of Series 1998A Convertible Debentures of
Kiewit, due October 31, 2010 (the "New Kiewit 1998A
Debentures"); and (iii) $5,440,000 aggregate principal amount
of Series 1999A Convertible Debentures of Kiewit, due October
31, 2010 (the "New Kiewit 1999A Debentures" and, together with
the New Kiewit 1997A Debentures and the New Kiewit 1998A
Debentures, the "New Kiewit Debentures");
2. (i) $3,355,000 aggregate principal amount of 8.028% Series
2000A Convertible Debentures of Materials, due October 31,
2010 (the "2000A Materials Debentures"); (ii) $4,365,000
aggregate principal amount of Series 2000B Convertible
Debentures of Materials, due October 31, 2010 (the "2000B
Materials Debentures"); and (iii) $5,440,000 aggregate
principal amount of Series 2000C Convertible Debentures of
Materials, due October 31, 2010 (the "2000C Materials
Debentures" and, together with the 2000A Materials Debentures
and the 2000B Materials Debentures, the "Materials
Debentures");
3. 1,029,877 shares of common stock, par value $0.01 per share
("Materials Common Stock") of Materials; and
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Peter Kiewit Sons', Inc.
July , 2000
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4. 1,029,877 shares of common stock, par value $0.01 per share
("Kiewit Common Stock") of Kiewit.
The Registration Statement relates to the proposed debenture exchange offer (the
"Debenture Exchange Offer") in which Kiewit will offer to exchange:
1. (i) 2000A Materials Debentures, or (ii) 1997A New
Kiewit Debentures and shares of Materials Common
Stock for its outstanding 8.028% Series 1997
Convertible Debentures, due October 31, 2007 (the
"1997 Original Kiewit Debentures");
2. (i) 2000B Materials Debentures, or (ii) 1998A New
Kiewit Debentures and shares of Materials Common
Stock for its outstanding 7.35% Series 1998
Convertible Debentures, due October 31, 2008 (the
"1998 Original Kiewit Debentures"); and
3. (i) 2000C Materials Debentures, or (ii) 1999A New
Kiewit Debentures and shares of Materials Common
Stock for its outstanding 8.25% Series 1999
Convertible Debentures, due October 31, 2009 (the
"1999 Original Kiewit Debentures", and together with
the 1997 Original Kiewit Debentures and the 1998
Original Kiewit Debentures, the "Original Kiewit
Debentures").
The Original Kiewit Debentures were issued under, and the New Kiewit Debentures
are to be issued under, an indenture (the "Kiewit Indenture"), dated as of July
1, 1986, as amended pursuant to a First Supplemental Indenture, dated as of
March 31, 1998, by and between Kiewit, as issuer, and U.S. Bank, N.A., as
trustee (the "Kiewit Trustee"). The Materials Debentures are to be issued under
an indenture (the "Materials Indenture") to be entered into by and between
Materials, as issuer, and UMB Bank, N.A., as trustee (the "Materials Trustee").
We have examined copies of the Amended and Restated Certificate of Incorporation
and By-laws of Kiewit, the Form of Amended and Restated Certificate of
Incorporation and By-laws of Materials, the Registration Statement and
resolutions adopted by the Board of Directors of each of Kiewit and Materials.
We have also examined such other records, documents, papers, statutes and
authorities as we have deemed necessary to form a basis for the opinion
hereinafter expressed.
In our examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to our opinion, we have relied on statements and
certificates of officers and representatives of each of Kiewit and Materials,
and public officials. Based on the foregoing and subject to the other
qualifications stated herein, we are of the opinion that:
1. Each of Kiewit and Materials has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware.
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Peter Kiewit Sons', Inc.
July , 2000
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2. The execution and delivery of the Kiewit Indenture has been
duly authorized by Kiewit, and the Kiewit Indenture
constitutes a legal, valid and binding obligation enforceable
against Kiewit in accordance with the terms thereof, except
insofar as enforceability thereof may be limited by (a) usury,
bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally, or (b)
general principles of equity.
3. The execution and delivery of the Materials Indenture has been
duly authorized by Materials, and when duly executed by the
proper officers of Materials and the Materials Trustee, the
Materials Indenture will constitute a legal, valid and binding
obligation enforceable against Materials in accordance with
the terms thereof, except insofar as enforceability thereof
may be limited by (a) usury, bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting
creditors' rights generally, or (b) general principles of
equity.
4. The New Kiewit Debentures have been duly authorized by Kiewit
and, when duly executed by the proper officers of Kiewit, duly
authenticated by the Kiewit Trustee and issued by Kiewit in
accordance with the terms of the Kiewit Indenture and the
Debenture Exchange Offer, will constitute legal, valid and
binding obligations of Kiewit, will be entitled to the
benefits of the Kiewit Indenture and will be enforceable
against Kiewit in accordance with their terms, except insofar
as enforceability thereof may be limited by (a) usury,
bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally, or (b)
general principles of equity.
5. The Materials Debentures have been duly authorized by
Materials and, when duly executed by the proper officers of
Materials, duly authenticated by the Materials Trustee and
issued by Materials in accordance with the terms of the
Materials Indenture and the Debenture Exchange Offer, will
constitute legal, valid and binding obligations of Materials,
will be entitled to the benefits of the Materials Indenture
and will be enforceable against Materials in accordance with
their terms, except insofar as enforceability thereof may be
limited by (a) usury, bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights
generally, or (b) general principles of equity.
6. The shares of Materials Common Stock to be offered in the
Debenture Exchange Offer have been duly authorized and, when
issued in the Debenture Exchange Offer as described in the
Registration Statement, will be duly authorized, validly
issued, fully paid and nonassessable.
The opinions expressed herein are subject to the following assumptions that: (a)
Kiewit will have available a sufficient number of authorized and unissued shares
of Kiewit Common Stock for issuance upon the conversion of any New Kiewit
Debentures pursuant to the terms thereof; (b)
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Peter Kiewit Sons', Inc.
July , 2000
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Materials will have available a sufficient number of authorized and unissued
shares of Materials Common Stock for issuance upon the conversion of any
Materials Debentures pursuant to the terms thereof; (c) upon the issuance of
shares of Materials Common Stock in the Debenture Exchange Offer, Kiewit Common
Stock on conversion of the New Kiewit Debentures and Materials Common Stock on
conversion of the Materials Debentures, stock certificates in proper form or, in
the case of uncertificated shares, written notice containing the information
required by Section 151(f) of the Delaware General Corporation Law, will be
distributed to the holders entitled thereto; and (d) the restrictions on
transfer and ownership imposed on Kiewit Common Stock, Materials Common Stock,
New Kiewit Debentures and Materials Debentures by the terms thereof are
reasonable in relation to a valid corporate purpose.
This opinion is limited to the matters stated herein and no opinion is implied
or may be inferred beyond the matters expressly stated. We do not express an
opinion as to matters arising under the laws of any jurisdiction, other than the
Delaware General Corporation Law and the Federal laws of the United States.
We hereby consent to being named as counsel for the Company in the Registration
Statement and under the caption "Legal Matters" in the offering
circular-prospectus included in the Registration Statement and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
