[SHEARMAN & STERLING LETTERHEAD]
Exhibit 8.1
(000) 000-0000
February 11, 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 will be undertaken pursuant to, the Agreement
and Plan of Merger (the "Merger Agreement") among Parent, Merger Subsidiary and
the Company, dated as of January 7, 2002 (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 Minimum Condition to the Offer will be
satisfied, and that the Merger will be consummated at the Effective Time in
accordance with the terms of the Merger Agreement and 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 constituting part of the Registration Statement
(the "Prospectus") 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 11, 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, (i) 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, and (ii) we confirm that the discussion in the Prospectus under the
heading "THE OFFER--Material United States Federal Income Tax Consequences"
to the extent it consists of statements of law and legal conclusions, and
subject to the assumptions, limitations and conditions set forth therein,
constitutes our opinion as to the material United States federal income tax
consequences of the Offer and the Merger to the stockholders of the Company.
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
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