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EXHIBIT 8.1
[KIRKLAND & ELLIS LETTERHEAD]
September 11, 2000
NATG Holdings, LLC
Orius Capital Corp.
1401 Forum Way, Suite 400
West Palm Beach, Florida 33401
Re: NATG Holdings, LLC
Orius Capital Corp.
Registration Statement on Form S-4
Registration No. 333-36952
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal
counsel to NATG Holdings, LLC, a Delaware limited liability company, and Orius
Capital Corp., a Delaware corporation (together, the "Issuers"), in connection
with the proposed offer by the Issuers (the "Exchange Offer") of up to
$150,000,000 in aggregate principal amount of the Issuers' 12 3/4% Series B
Senior Subordinated Notes due 2010 (the "Exchange Notes") in exchange for and
in replacement of the Issuers' outstanding 12 3/4% Senior Subordinated Notes due
2010 (the "Old Notes"), pursuant to a Registration Statement on Form S-4
(Registration No. 333-36952) originally filed with the Securities and Exchange
Commission (the "Commission") on May 12, 2000, under the Securities Act of 1933,
as amended (the "Act") (such Registration Statement, as amended or supplemented,
is hereinafter referred to as the "Registration Statement").
You have requested our opinion as to certain United States federal income
tax consequences of the Exchange Offer. In preparing our opinion, we have
reviewed and relied upon the Issuers' Registration Statement and such other
documents as we have deemed necessary.
On the basis of the foregoing, it is our opinion that the exchange of the
Old Notes for the Exchange Notes pursuant to the Exchange Offer will not be
treated as a taxable
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NATG Holdings, LLC
Orius Capital Corp.
September 11, 2000
Page 2
"exchange" for United States federal income tax purposes because the Exchange
Notes do not differ materially in kind or extent from the Old Notes. The
Exchange Notes received by a holder of Old Notes will be treated as a
continuation of the Old Notes in the hands of such holder and, as a result,
there will be no federal income tax consequences to such holder as a result of
such holder's exchange of Old Notes for Exchange Notes.
The opinion set forth above is based upon the applicable provisions of
the Internal Revenue Code of 1986, as amended, the Treasury Regulations
promulgated or proposed thereunder, current positions of the Internal Revenue
Service (the "IRS") contained in published revenue rulings, revenue procedures
and announcements, existing judicial decisions and other applicable
authorities. No tax ruling has been sought from the IRS with respect to any of
the matters discussed herein. Unlike a ruling from the IRS, an opinion of
counsel is not binding on the IRS. Hence, no assurance can be given that the
opinion stated in this letter will not be successfully challenged by the IRS or
by a court. We express no opinion concerning any tax consequences of the
Exchange Offer except as expressly set forth above.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement. We also consent to the reference to our firm under the
headings "Prospectus Summary - Summary of the Exchange Offer - Federal Income
Tax Considerations" and "United States Federal Income Tax Consequences." In
giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.
Sincerely,
/s/ KIRKLAND & ELLIS
Kirkland & Ellis
