EXHIBIT 5.1
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November 30, 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 November 30,
2000 (the "Registration Statement"). The Registration Statement will
register 17,157 shares of the Company's $0.01 par value common stock ("Common
Stock"). 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.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Mark E. Belmont
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Mark E. Belmont
General Counsel
