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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 Registration
Statement on Form S-4 of Materials (Registration No. 333-30768) (as amended, the
"Registration Statement") covering up to 4,000,000 shares of common stock, par
value $0.01 per share ("Materials Common Stock"), of Materials and relating to
the proposed share exchange (the "Share Exchange") in which Kiewit will offer
the holders of its common stock, par value $0.01 per share ("Kiewit Common
Stock"), who are Materials employees the opportunity to exchange their shares of
Kiewit Common Stock for shares of Materials Common Stock with an equal aggregate
formula price.
We have examined copies of the Amended and Restated Certificate of Incorporation
and By-laws of Materials, the Registration Statement and resolutions adopted by
the Board of Directors of Materials. We have also examined such other records,
documents, papers, statutes and authorities as we have deemed necessary to form
a basis for the opinions 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. Materials has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State
of Delaware.
2. The shares of Materials Common Stock to be offered in the
Share Exchange have been duly authorized and, when delivered
by Kiewit in the Share Exchange as
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Peter Kiewit Sons', Inc.
July 28, 2000
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described in the Registration Statement, will be validly
issued, fully paid and nonassessable.
The opinions expressed herein are subject to the following assumptions that: (a)
Materials will take all necessary corporate action to effect a split of its
outstanding Materials Common Stock through a stock dividend so that, following
such stock split, Kiewit, as sole stockholder of Materials, will hold the
requisite number of shares of Materials Common Stock to be delivered by it in
the Share Exchange, and (b) the restrictions on transfer and ownership imposed
on the Materials Common Stock 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 under the caption "Legal Matters" in the
prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Willkie Farr & Gallagher
