Exhibit 23.3
 | 1540 Broadway New York, NY 10036-4039 | Tel 212.858.1000 Fax 212.858.1500 www.pillsburylaw.com |
| January 7, 2008 | Donovan Burke Phone: 212.858.1216 donovan.burke@pillsburylaw.com |
XO Holdings, Inc.
13865 Sunrise Valley Drive
Herndon, VA 20171
Attn: Simone Wu, Esq.
Senior Vice President and General Counsel
13865 Sunrise Valley Drive
Herndon, VA 20171
Attn: Simone Wu, Esq.
Senior Vice President and General Counsel
Dear Ms. Wu:
This letter is furnished to you in connection with a Registration Statement on Form S-3/A (the “Registration Statement”) currently filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) for the registration of securities of XO Holdings, Inc., a Delaware corporation.
We hereby consent to the use of our firm’s name under the caption “Legal Matters” in the Registration Statement and in the related prospectus. In giving such consent we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
Donovan W. Burke
Donovan W. Burke