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EXHIBIT 8
[Letterhead of
Paul, Hastings, Janofsky & Walker LLP]
November 20, 2000
Able Telcom Holding Corp.
1000 Holcomb Woods Parkway
Suite 440
Roswell, GA 30076
Bracknell Corporation
Suite 1506
150 York Street
Toronto, Ontario M5H 3S5
Canada
Gentlemen:
Reference is made to the Registration Statement on Form F-4 (the
"Registration Statement") of Able Telcom Holding Corp., a Florida corporation
(the "Company"), relating to the merger of Bracknell Acquisition Corporation, a
Florida corporation ("Subco") wholly owned by Bracknell Corporation, an Ontario
corporation ("Parent"), with and into the Company (the "Merger") undertaken in
connection therewith.
For purposes of the opinion set forth below, we have relied, with the
consent of the Company, Parent and Subco, upon the accuracy and completeness of
the statements and representations (which statements and representations we have
neither investigated nor verified) contained, respectively, in the certificates
of the officers of the Company, Parent and Subco dated the date hereof, and have
assumed that such statements and representations are and will remain complete
and accurate through the effective time of the Merger and that all statements
and representations made to the knowledge of any person or entity or with
similar qualification are and will be true and correct as if made without such
qualification. We have also relied upon the accuracy of the Registration
Statement filed with the Securities and Exchange Commission in connection with
the Merger. We have also assumed that (i) the transactions contemplated in the
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Able Telcom Holding Corp.
November 20, 2000
Page 2
Merger agreement, as amended, will be consummated in accordance therewith and as
described in the Registration Statement and (ii) the Merger will be validly
consummated in accordance with applicable law.
Our opinion, subject to the limitations and conditions set forth
therein, concerning certain United States federal income tax consequences of the
Merger, under currently applicable federal income tax law, is set forth in the
discussion under the caption "Material United States Federal Income Tax
Considerations" in the Registration Statement.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement, and to the
references therein to us. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
Very truly yours,
/s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP
