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EXHIBIT 5.1
October 17, 2000
Kiewit Materials Company
Kiewit Plaza
Omaha, Nebraska 68131
Re: Form S-8 Registration Statement
Ladies and Gentlemen:
I am general counsel to Kiewit Materials Company, 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 October 13, 2000 (the
"Registration Statement"). The Registration Statement will register 1,228,572
shares of the Company's $0.01 par value common stock ("Common Stock") and
$7,344,000 aggregate principal amount of the Company's Series 2000D Convertible
Debentures ("2000D 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 shares of Common Stock, when sold pursuant to the offering
contemplated by the Registration Statement, will be legally issued, fully paid
and nonassessable.
3. The 2000D 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/ Mark E. Belmont
Mark E. Belmont
General Counsel
