EXHIBIT 8.3
(000) 000-0000
February 21, 2002
Dycom Industries, Inc.
0000 XXX Xxxxxxxxx, Xxxxx 000
Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000
Agreement and Plan of Merger among
Dycom Industries, Inc., Xxxx Acquisition Corp.
and Arguss Communications, Inc. dated as of January 7, 2002
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Ladies and Gentlemen:
You have requested our opinion as to certain United States federal
income tax consequences of the offer (the "Offer") by Dycom Industries, Inc.
("Parent"), a Florida corporation, to exchange shares of its common stock for
all of the issued and outstanding stock of Arguss Communications, Inc.
("Company"), a Delaware corporation, and the related merger (the "Merger") of
Xxxx Acquisition Corp. ("Merger Subsidiary"), a Delaware corporation and a
wholly-owned subsidiary of Parent, with and into the Company. The Offer and the
Merger are contemplated by, and are undertaken pursuant to, the Agreement and
Plan of Merger, dated as of January 7, 2002 (the "Merger Agreement"), among
Parent, Merger Subsidiary and the Company, (capitalized terms used but not
defined herein have the meanings assigned to them in the Merger Agreement). For
purposes of our opinion, we have assumed that the Merger has been consummated in
accordance with the laws of the State of Delaware.
In connection with rendering our opinion, we have reviewed (i) the
Merger Agreement, including the Exhibits thereto, (ii) the registration
statement filed with the Securities and Exchange Commission (the "Commission")
by Parent on Form S-4 dated January 23, 2002, as amended (the "Registration
Statement"), with respect to the common stock of Parent to be issued to holders
of shares of the common stock of Company pursuant to the Offer and the Merger,
including the prospectus (the "Prospectus") constituting part of the
Registration Statement and (iii) such other documents and corporate records as
we have deemed necessary or
appropriate as a basis therefor. We have assumed that the representations and
warranties contained in the Merger Agreement were true, correct and complete
when made and will continue to be true, correct and complete through the
Effective Time, and that the parties have complied with and, if applicable, will
continue to comply with the covenants contained in the Merger Agreement. We
further have assumed that the statements as to factual matters contained in the
Registration Statement and Prospectus are true, correct and complete, and will
continue to be true, correct and complete through the Effective Time. Finally,
we have relied on the representations made by Parent and the Company in tax
certificates provided to us dated February 21, 2002, and we have assumed that
such representations will continue to be true, correct and complete through the
Effective Time.
Based upon the foregoing, in reliance thereon and subject thereto,
and based upon the Internal Revenue Code of 1986, as amended (the "Code"), the
Treasury regulations promulgated thereunder, judicial decisions and
administrative pronouncements of the Internal Revenue Service, all as in effect
on the date hereof, we are of the opinion that the combination of the Offer and
the Merger will qualify as a reorganization within the meaning of Section 368(a)
of the Code, and that each of Parent, Merger Subsidiary and the Company will be
a party to such reorganization within the meaning of Section 368(b) of the Code.
No opinion is expressed as to any other matter, including the
accuracy of the representations or reasonableness of the assumptions relied upon
by us herein. Our opinion is based on current United States federal income tax
law and administrative practice, and we do not undertake to advise you as to any
future changes in such law or practice that may affect our opinion unless you
request us to do so in writing, and we are specifically retained for that
purpose. We hereby consent to the use of our name in the Prospectus under the
captions "Risk Factors -- Risks Relating to the Offer and the Merger -- The
receipt of Dycom shares could be taxable to you, depending on facts surrounding
the offer and the merger," and "THE OFFER -- Material United States Federal
Income Tax Consequences," and to the filing of this opinion with the Commission
as an exhibit to the Registration Statement; however, in giving such consent, we
do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ SHEARMAN & STERLING
DJL/MSS
