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EXHIBIT 8
June 8, 2000
Level 3 Communications, Inc.
1025 Eldorado Boulevard
Broomfield, Colorado 80021
Re: Registration Statement on Form S-4
File No. 333-37364
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Ladies and Gentlemen:
We are counsel to Level 3 Communications, Inc., a Delaware corporation (the
"Company"), and have acted as such in connection with the filing of a
Registration Statement on Form S-4 (File No. 333-37364) (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
covering up to Euro 500,000,000 aggregate principal amount of 10-3/4% Senior
Notes due 2008 and Euro 300,000,000 aggregate principal amount at of 11-1/4%
Senior Notes due 2010 (collectively, the "New Notes") offered in exchange for
up to Euro 500,000,000 aggregate principal amount at 10-3/4% Senior Notes due
2008 and Euro 300,000,000 aggregate principal amount of 11-1/4% Senior Notes
due 2010 originally issued and sold in reliance upon an exemption from
registration under the Securities Act (collectively, the "Original Notes"). In
that connection, we have prepared the section entitled "Certain Income Tax
Considerations" contained in the Registration Statement.
Our opinion is based on the provisions of the Internal Revenue Code of 1986, as
amended, regulations under such Code, judicial authority and current
administrative rulings and practice, all as of the date of this letter, and all
of which may change at any time.
Based on the foregoing, it is our opinion that as stated in the above-referenced
section of the Registration Statement, the exchange of Original Notes for New
Notes by holders will not be a taxable exchange for U.S. federal income tax
purposes, and holders will not recognize any taxable gain or loss or any
interest income as a result of such exchange.
We hereby consent to the use of this opinion as Exhibit 8 to the Registration
Statement and related prospectus filed with the Securities and Exchange
Commission and to the reference to us under the caption "Legal Matters" therein.
Very truly yours,
/s/ Willkie Farr & Gallagher
