Exhibit 5.1
June 8, 2021
MasTec, Inc.
800 S. Douglas Road
12th Floor
Coral Gables, Florida 33134
| Re: | Registration Statement on Form S-8 for the MasTec, Inc. Amended and Restated 2013 Incentive Compensation Plan. |
Ladies and Gentlemen,
On or about the date hereof, MasTec, Inc., a Florida corporation (the “Company”), transmitted for filing with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the registration by the Company of 1,150,000 shares (the “Shares”) of the Company’s common stock, $0.10 per share (“Common Stock”), that may be issued under the MasTec, Inc. Amended and Restated 2013 Incentive Compensation Plan (the “Restated 2013 ICP”). We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement.
In connection therewith, we have examined and relied upon the original or a copy, certified or otherwise identified to our satisfaction, of: (i) the Company’s Amended and Restated Articles of Incorporation, as amended and restated to date (the “Articles”) and Bylaws, as amended to the date hereof; (ii) records of corporate proceedings (the “Corporate Proceedings”) of the Company related to the Restated 2013 ICP; (iii) the Registration Statement and exhibits thereto; and (iv) such other documents, instruments and records as we have deemed necessary for the expression of the opinions contained herein. In making the foregoing examinations, we have relied, without investigation, on each of the following assumptions: (a) the legal capacity of each natural person to take all actions required of each such person in connection with the Registration Statement and the registration, issuance and sale of the Shares, (b) the genuineness of all signatures, the completeness of all documents submitted to us, the authenticity of all documents reviewed by us as originals, the conformity to original documents of all documents reviewed by us as duplicates or certified or conformed photocopies, (c) as to matters of fact, the truthfulness, accuracy and completeness of the information, representations and warranties of the Company made in the Registration Statement and in the records, documents, instruments, certificates and statements we have reviewed, (d) the due execution and delivery of all documents (except that no such assumption is made as to the Company) where due execution and delivery are a prerequisite to the effectiveness thereof, (e) that there has been no undisclosed waiver of any right, remedy or provision contained in such documents and (f) that the total number of shares of common stock issued and outstanding after the issuance of any of the Shares will not exceed the number of shares of common stock that the Company then has the authority to issue under the Articles. As to various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon statements and representations of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments.
Based upon the foregoing examination, and subject to the assumptions, qualifications and limitations stated herein, and assuming that (i) the Company reserves for issuance under the Restated 2013 ICP an adequate number of authorized and unissued shares of Common Stock and (ii) the consideration, if any, required to be paid in connection with the issuance and sale of Shares of Common Stock under the Restated 2013 ICP is actually received by the Company as provided in the Restated 2013 ICP, we are of the opinion that the Shares of Common Stock issued under the Restated 2013 ICP will be duly authorized, validly issued, fully paid and nonassessable.
This opinion is rendered solely in connection with the filing of the Registration Statement, is limited to the matters stated herein, and no opinions may be implied or inferred beyond the matters expressly stated herein. This opinion may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.
