TAX OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP
Published on July 23, 2007
[Letterhead of Ballard Spahr Andrews & Ingersoll LLP]
Exhibit 8.2
July 23, 2007
InfraSource Services, Inc.
100 West Sixth Street, Suite 300
Media, PA 19063
100 West Sixth Street, Suite 300
Media, PA 19063
Ladies and Gentlemen:
We have acted as counsel to InfraSource Services, Inc., a Delaware corporation
(InfraSource), in connection with the planned merger (the Merger) pursuant to which Quanta MS
Acquisition, Inc., a Delaware corporation (Merger Sub), a wholly owned subsidiary of Quanta
Services, Inc. (Quanta) will merge with and into InfraSource with InfraSource surviving as a
wholly owned subsidiary of Quanta. The Merger will occur in accordance with the provisions of the
Agreement and Plan of Merger, dated as of March 18, 2007 (the Merger Agreement), by and among
Quanta, Merger Sub and InfraSource (collectively, the Parties), as described in the Joint Proxy
Statement/Prospectus (the Prospectus) of Quanta and InfraSource contained in the registration
statement on Form S-4 filed by Quanta on or about the date hereof (the Registration Statement) in
connection with the Merger. This opinion is being delivered as of the
date of effectiveness by the Securities and Exchange Commission of
Quantas Registration Statement.
In our capacity as counsel, we have examined the Registration Statement and all exhibits
thereto, including the Prospectus and the Merger Agreement. In our review, we have assumed that
(i) all of the representations and statements set forth in such documents are true and correct (and
representations and statements made to the knowledge of, or based on the belief of, the Parties
or similarly qualified are true and correct without such qualification), (ii) the Parties will take
such actions as the Prospectus states they intend or expect to take, and (iii) all of the
obligations imposed by any such documents on the Parties have been and will continue to be
performed or satisfied in accordance with their terms. We also have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the proper execution of all documents, the
accuracy and completeness of all documents submitted to us, the authenticity of all documents
presented to us as originals and the conformity to authentic original documents of all documents
submitted to us as copies (including telecopies). This opinion letter is given, and all statements
herein are made, in the context of the foregoing.
Based
upon and subject to the foregoing, the discussion contained in the
Registration Statement under the
InfraSource
Services, Inc.
July 23, 2007
Page 2
July 23, 2007
Page 2
caption Material U.S. Federal Income Tax Consequences of the
Merger, subject to the limitations and qualifications described
therein, represents our opinion.
Our opinion is based upon the Internal Revenue Code of 1986, the Treasury regulations
promulgated thereunder (proposed, temporary and final), interpretive pronouncements by the Internal
Revenue Service and other relevant legal authorities, all as in effect on the date hereof. We note
that all such legal authorities are subject to change, either prospectively or retroactively, and
we are not undertaking hereby any obligation to advise you of any changes in the applicable law
subsequent to the date hereof which could affect our opinion. We also note that our opinion
represents only counsels best legal judgment and is not binding on the Internal Revenue Service,
which could take a position contrary to our opinion.
We express no opinion as to the accuracy of any statements of law relating to the Merger
except as set forth above, or as to any other legal matters.
This opinion has been prepared solely for your use in connection with the filing of the
Registration Statement and may not be used, circulated, quoted, referred to or relied upon by any
other person or for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
In giving this consent, we do not hereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very
truly yours,
/s/ Ballard Spahr Andrews & Ingersoll LLP
/s/ Ballard Spahr Andrews & Ingersoll LLP