[Letterhead of Akerman, Senterfitt & Eidson, P.A.]
November 6, 1998
Dycom Industries, Inc.
First Union Center
4440 PGA Boulevard, Suite 600
Palm Beach Gardens, Florida 33410
Re: Dycom Industries, Inc., a Florida corporation ("Company") -
Registration Statement on Form S-3 pertaining to 900,000 shares
("Shares") of common stock, par value $0.33 1/3 per share to be
sold by certain stockholders of the Company
Ladies and Gentlemen:
In connection with the registration of the Shares under the Securities
Act of 1993, as amended (the "Act"), by the Company on Form S-3 filed with the
Securities and Exchange Commission on or about November 6, 1998 (the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below.
We have acted as special Florida counsel for the Company in connection
with the matters described herein. In our capacity as special Florida counsel to
the Company, we have reviewed and are familiar with the corporate records of the
Company and proceedings taken by the Company in connection with the
authorization, issuance and sale of the Shares. We have also examined such other
documents, agreements and instruments as we have deemed necessary as a basis for
the opinions hereinafter expressed. In addition, we have relied as to factual
matters upon certificates and advice from the officers of the Company upon which
we believe we are justified in relying and on certificates of public officials.
Our knowledge of the Company's records and activities is limited to those
matters which have been brought to our attention by those corporate records of
the Company which the Company requested us to review and which were revealed to
us by the Company in response to our inquires. We make no representation
concerning the accuracy or completeness of the Company's responses to such
inquiries.
We have assumed the genuineness of all signatures and the authenticity
of all documents submitted to us as originals and the conformity to the
originals of all documents submitted to us as certified, photostatic or
conformed copies. In addition, we have assumed that each person executing
Dycom Industries, Inc.
November 6, 1998
Page 2
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any instrument, document or certificate referred to herein on behalf of any
party is duly authorized to do so.
Our opinion as to the "active status" of the Company in the State of
Florida is based solely on a certificate issued by the Secretary of State of
Florida on November 6, 1998.
This opinion letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to all applicable
qualifications, exceptions, definitions, limitations on coverage and other
limitations which are more particularly described in the Accord, and this
opinion should be read in conjunction therewith. The opinions contained herein
are qualified in their entirety by the General Qualifications set forth in
Section 11 of the Accord.
Based on the foregoing, and subject to the assumptions and
qualifications set forth herein, it is our opinion that, as of the date of this
letter:
(a) The Company has been duly incorporated and its status is active
under the laws of the State of Florida; and
(b) The Shares have been duly authorized by all necessary corporate
action on the part of the Company, have been validly issued and are fully paid
and non-assessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement. We also consent to the identification of our firm as special Florida
counsel to the Company in the section of the Prospectus entitled "Legal
Matters." In giving such consent, we do not thereby admit that we are included
within the category of persons where consent is required under Section 7 of the
Act or the rules and regulations promulgated thereunder.
The opinions expressed herein are limited to the laws of the State of
Florida and we express no opinion concerning any laws other than the laws of the
State of Florida.
This opinion is limited to the matters expressly stated herein and no
opinions are to be inferred or may be implied beyond the matters expressly so
stated. This opinion is given as of the date hereof and is based upon laws,
rules and regulations, and court decisions as they exist, and are construed on
this date. We disclaim any obligation to update or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or
any changes in laws that may hereafter occur.
Very truly yours,
/s/ Akerman, Senterfitt & Eidson, P.A.