September 1, 2017
Dycom Industries, Inc.
Dycom Investments, Inc.
11780 U.S. Highway 1, Suite 600
Palm Beach Gardens, Florida 33408
| Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as special Illinois counsel to Professional Teleconcepts, LLC, an Illinois limited liability company (the “Illinois Guarantor”), in connection with the preparation and filing of an automatic shelf registration statement on Form S-3 (the “Shelf Registration Statement”), with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), by Dycom Industries, Inc., a Florida corporation (“Parent”), Dycom Investments, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Investments”), and certain other subsidiaries of Parent (collectively, the “Subsidiaries,” and, together with Parent, Investments and the Illinois Guarantor, the “Registrants”) relating to the offering from time to time, pursuant to Rule 415 under the Securities Act, of (1) common stock, preferred stock, debt securities (the “Parent Debt Securities”), depositary shares, warrants, stock purchase contracts and stock purchase units of Parent, (2) debt securities of Investments (the “Investments Debt Securities” and, together with the Parent Debt Securities, the “Debt Securities”), (3) full and unconditional guarantees on an unsecured basis by Parent of the Investments Debt Securities and (4) full and unconditional guarantees by each subsidiary of Parent (each, a “Guarantor”) on an unsecured basis of the Debt Securities (each, a “Guarantee”), including, without limitation, the Guarantees pursuant to which the Illinois Guarantor will be a Guarantor (the “Illinois Subsidiary Guarantees”).
Pursuant to the prospectus forming a part of the Shelf Registration Statement (the “Prospectus”), Parent and Investments propose to register the Debt Securities under the Securities Act as set forth in the Shelf Registration Statement, with such Debt Securities to be issued pursuant to one or more Indentures (the “Indentures”) among Parent or Investments, respectively, the Guarantors, if any, and the trustees parties thereto, forms of which have been filed with the Commission as exhibits to the Shelf Registration Statement.
We have made such legal and factual investigation as we deemed necessary for purposes of this opinion. We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Shelf Registration Statement, (ii) the forms of the Indentures filed with the Commission and incorporated by reference as exhibits to the Shelf Registration Statement, (iii) the organizational documents of the Illinois Guarantor described on Schedule 1 attached hereto, (iv) the resolutions of the Board of Directors of the Illinois Guarantor with respect to the filing of the Shelf Registration Statement, adopted by unanimous written consent on September 1, 2017 (the “Authorizing Resolutions”), (v) an Officer’s Certificate, dated as of September 1, 2017, certifying as to, among other things, certain organizational documents of the Illinois Guarantor, the authorizing resolutions of the Board of Directors of the Illinois Guarantor and certain other factual matters stated therein and (vi) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed, including a certificate of good standing, dated September 1, 2017, for the Illinois Guarantor issued by the Secretary of State of the State of Illinois.
