Exhibit 8.1
March 20, 2024
Tax Opinion Regarding Certain U.S. Federal Income Tax Matters
Ladies and Gentlemen:
We have acted as counsel for Crown Castle Inc. (formerly known as Crown Castle International Corp.), a Delaware corporation (the “Company”), in connection with the proposed issuance and sale from time to time of common stock, par value $0.01 per share of the Company, as described in the prospectus supplement (the “Prospectus Supplement”) to the registration statement filed by the Company with the Securities and Exchange Commission on Form S-3 (File No. 333-277989) (the “Registration Statement”). At your request, we are rendering our opinion concerning the qualification of the Company as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ending December 31, 2014.
In rendering our opinion, we have examined and, with your consent, are relying upon the accuracy of: (i) a certificate (the “Officers’ Certificate”) dated as of March 20, 2024 and executed by duly appointed officers of the Company containing certain factual representations and covenants relating to the operation of the Company and its direct and indirect subsidiaries and (ii) such public filings and other documents and corporate records you have either provided to us or that we have deemed necessary or appropriate for purposes of our opinion.
We have not made an independent investigation of all of the facts, statements, representations and covenants set forth in the items listed above, including the Officers’ Certificate. Our opinion is conditioned on the continuing accuracy and completeness of such statements, representations and covenants. Any material change or inaccuracy in the facts, statements, representations and covenants set forth in the Officers’ Certificate may affect our opinion.
In addition, we have assumed, with your consent, that: (i) all signatures are genuine, all natural persons are of legal capacity, all other documents submitted to us are authentic originals, or if submitted as duplicates or certified or conformed copies that they faithfully reproduce the originals thereof; (ii) all such documents have been or will be duly executed to the extent required in the form presented to us; and (iii) all obligations imposed by any such document on the parties thereto have been or will be performed or satisfied in accordance with their terms.
Our opinion is based on statutory, regulatory and judicial authority existing as of the date hereof, any of which may be changed at any time with retroactive effect. Accordingly, a change in applicable law may affect our opinion. In addition, our opinion is based solely on the documents that we have examined and the facts and assumptions set forth herein. Our opinion cannot be relied upon if any of our assumptions are inaccurate in any material respect. We assume no responsibility to inform you of any subsequent changes in the matters stated or represented in the documents described above or assumed herein or in statutory, regulatory and