S-3ASR

As filed with the Securities and Exchange Commission on September 8, 2014

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

Form S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

DYCOM INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

FLORIDA (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 1623 (PRIMARY STANDARD INDUSTRIAL  CLASSIFICATION CODE NUMBER) 59-1277135 (I.R.S. EMPLOYER IDENTIFICATION NO.)

DYCOM INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 2621 (PRIMARY STANDARD INDUSTRIAL  CLASSIFICATION CODE NUMBER) 30-0128712 (I.R.S. EMPLOYER IDENTIFICATION NO.)

 
11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, Florida 33408

(561) 627-7171

(Address and telephone number of Registrants’ principal executive offices)

SEE TABLE OF ADDITIONAL REGISTRANTS

Richard B. Vilsoet

Vice President, Secretary and General Counsel

Dycom Industries, Inc.

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, Florida 33408

(Name, address and telephone number of agent for service)

with a copy to:

Robert C. Treuhold

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

(212) 848-4000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ý

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ý

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer ý Accelerated filer o Non-accelerated filer  o (Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee (1)
Common Stock, $0.33 1/3 par value(2)
Preferred Stock, $1.00 par value
Senior Debt Securities(3)
Subordinated Debt Securities(3)
Guarantees(3)(4)
Depositary Shares
Warrants
Securities Purchase Contracts
Securities Purchase Units

(1) The registrants are registering an indeterminate amount of securities of each identified class for offer and sale from time to time at indeterminate offering prices. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities. In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all of the registration fee except for the $46,440 that has already been paid with respect to $400,000,000 aggregate initial offering price of securities that were previously registered pursuant to the registrants’ Registration Statement on Form S-3 (No. 333-173059), which was filed on March 25, 2011 (as subsequently amended), and that were not sold thereunder. In accordance with Rule 457(p) under the Securities Act, that full unused amount of the registration fee paid with respect to Registration Statement No. 333-173059 shall be applied to off-set any registration fees due from time to time for this registration statement. Any additional registration fees will be paid subsequently on a pay-as-you-go basis.

 (2) Includes preferred stock purchase rights which are attached to, and trade and transfer with, the common stock.  Prior to the occurrence of certain events, such rights will not be exercisable or evidenced separately from the common stock and will be transferred with and only with such common stock.  The value attributable to the preferred stock purchase rights, if any, is reflected in the value attributable to the common stock.

(3) The debt securities may be issued by Dycom Industries, Inc. or Dycom Investments, Inc.  Debt securities issued by Dycom Industries, Inc. will be guaranteed by Dycom Investments, Inc. and one or more of the registrants named below under “Table of Additional Registrants.”  Debt securities issued by Dycom Investments, Inc. will be guaranteed by Dycom Industries, Inc. and one or more of the registrants named below under “Table of Additional Registrants.”

(4) The guarantees of debt securities will be issued without consideration.  Pursuant to Rule 457(n), no registration fee is payable with respect to any such guarantees.

TABLE OF ADDITIONAL REGISTRANTS

Name	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Primary Standard Industrial Classification Code	Address of Principal Executive Offices
Ansco & Associates, LLC	Delaware	22-3882751	1623	736 Park North Blvd., Suite 100 Clarkston, GA 30021 (404) 508-5700
Apex Digital, LLC	Delaware	22-3882756	1623	450 Pryor Boulevard Sturgis, KY 42459 (270) 333-3366
Blair Park Services, LLC	Delaware	20-5566110	1623	405 Caredean Drive, Suite H Horsham, PA 19044 (267) 388-2612
Broadband Express, LLC	Delaware	20-0254816	1623	374 Westdale Avenue Westerville, OH 43082 (614) 823-6464
Broadband Installation Services, LLC	Delaware	20-0254554	1623	374 Westdale Avenue Westerville, OH 43082 (614) 823-6464
C-2 Utility Contractors, LLC	Delaware	14-1859234	1623	33005 Roberts Court Coburg, OR 97408 (541) 741-2211
Cable Connectors, LLC	Delaware	22-3882761	1623	111 Connector Way Greenwood, SC 29649 (864) 227-0055
CableCom, LLC	Delaware	14-1859237	1623	8602 Maltby Road Woodinville, WA 98072 (360) 668-1300
CableCom of California, Inc.	Delaware	37-1448808	1623	8602 Maltby Road Woodinville, WA 98072 (360) 668-1300
Can-Am Communications, Inc.	Delaware	02-0413153	1623	8602 Maltby Road Woodinville, WA 98072 (360) 668-1300
Cavo Broadband Communications, LLC	Delaware	20-8766849	1623	12191 S. Rhea Drive Plainfield, IL 60585 (815) 439-8289
CCLC, Inc.	Delaware	74-2947665	1623	736 Park North Blvd., Suite 100 Clarkston, GA 30021 (404) 508-5700
CertusView Leasing, LLC	Delaware	26-2670502	1623	3960 RCA Blvd., Suite 6002 Palm Beach Gardens, FL 33410 (561) 904-3901
CMI Services, Inc.	Florida	59-3371172	1623	1555 South Boulevard, Chipley, FL 32428 (850) 638-0429
Communication Services, LLC	North Carolina	27-3857792	1623	6920 E. Marshville Blvd. Marshville, NC 28103 (704) 624-1800

Communications Construction Group, LLC	Delaware	22-3882744	1623	1060 Andrew Drive, Suite 130 West Chester, PA 19380 (610) 696-1800
Dycom Capital Management, Inc.	Delaware	61-1431611	1623	11770 U.S. Hwy 1, Suite 101 Palm Beach Gardens, FL 33408 (561) 627-7171
Dycom Corporate Identity, Inc.	Delaware	30-0128727	1623	11770 U.S. Hwy 1, Suite 101 Palm Beach Gardens, FL 33408 (561) 627-7171
Dycom Identity, LLC	Delaware	01-0775293	1623	11770 U.S. Hwy 1, Suite 101 Palm Beach Gardens, FL 33408 (561) 627-7171
E A Technical Services, Inc.	Georgia	58-1968340	1623	1220 Old Alpharetta Road, Suite 390, Alpharetta, GA 30005 (678) 455-7266
Engineering Associates, Inc.	Georgia	58-0634542	1623	1220 Old Alpharetta Road, Suite 390, Alpharetta, GA 30005 (678) 455-7266
Ervin Cable Construction, LLC	Delaware	22-3882749	1623	450 Pryor Boulevard Sturgis, KY 42459 (270) 333-3366
Globe Communications, LLC	North Carolina	14-1859226	1623	950 48th Ave., North, Ste. 100 Myrtle Beach, SC 29577 (843) 839-5544
Golden State Utility Co.	Delaware	76-0567490	1623	4425 Farm Supply Drive, Ceres, CA 95307 (209) 579-3400
Installation Technicians, LLC	Florida	22-3882752	1623	6621 Asheville Hwy. Knoxville, TN 37924 (865) 521-6795
Ivy H. Smith Company, LLC	Delaware	22-3882755	1623	736 Park North Blvd., Suite 100 Clarkston, GA 30021 (404) 508-5703
Kanaan Communications, LLC	Delaware	45-3783162	1623	374 Westdale Avenue Westerville, Ohio 43082 (614) 818-7339
Lambert’s Cable Splicing Company, LLC	Delaware	05-0542669	1623	2521 South Wesleyan Blvd. Rocky Mount, NC 27803 (252) 442-9777
Locating, Inc.	Washington	91-1238745	1623	2002 W. Valley Hwy., Ste. 600 Auburn, WA 98001 (425) 392-6412
Midtown Express, LLC	Delaware	61-1457300	1623	55-60 58th Street Maspeth, NY 11378 (718) 628-3420
NeoCom Solutions, Inc.	Georgia	58-2593521	1623	10064 Main Street Woodstock, GA 30188 (678) 238-1818

NeoCom Solutions Holdings, LLC	Delaware	27-4219714	1623	10064 Main Street Woodstock, GA 30188 (678) 238-1818
Nichols Construction, LLC	Delaware	05-0542659	1623	1098 Clear Creek Road Vansant, VA 24656 (276) 597-7441
Niels Fugal Sons Company, LLC	Delaware	05-0542654	1623	1005 South Main Pleasant Grove, UT 84062 (801) 785-3152
Niels Fugal Sons Company of California, Inc.	Delaware	37-1448812	1623	1005 South Main Pleasant Grove, UT 84062 (801) 785-3152
North Sky Communications, Inc.	Delaware	76-0605490	1623	11818 SE Mill Plain Blvd., Suite 410, Vancouver, WA 98684 (800) 755-6920
OSP Services, LLC	Delaware	57-1209653	1623	4315 Metro Parkway, Ste. 410 Ft. Myers, FL 33916 (239) 454-1944
Parkside Site & Utility Company Corporation	Delaware	76-0612181	1623	123 King Philip Street, Providence, RI 02909 (401) 944-1919
Parkside Utility Construction, LLC	Delaware	26-1581998	1623	219 Ruth Road, Harleysville, PA 19438 (215) 513-9500
Pauley Construction Inc.	Arizona	86-0678047	1623	2021 West Melinda Lane, Phoenix, AZ 85027 (800) 645-6047
PBG Acquisition III, LLC	Delaware	45-2994368	1623	11770 U.S. Hwy 1, Suite 101, Palm Beach Gardens, FL 33408 (561) 627-7171
Point to Point Communications, Inc.	Louisiana	72-0968130	1623	6401 Harney Road, Suite A Tampa, FL 33610 (813) 623-1233
Precision Valley Communications of Vermont, LLC	Delaware	81-0581053	1623	333 River Street Springfield, VT 05156 (800) 773-9317
Prince Telecom, LLC	Delaware	51-0381976	1623	551A Mews Drive New Castle, DE 19720 (302) 324-1800
Prince Telecom of California, Inc.	Delaware	27-1121200	1623	551A Mews Drive New Castle, DE 19720 (302) 324-1800
Professional Teleconcepts, Inc.	Illinois	36-3785874	1623	5132 State Hwy 12 South, Norwich, NY 13815 (800) 443-6277
Professional Teleconcepts, Inc.	New York	16-1246233	1623	5132 State Hwy 12 South, Norwich, NY 13815 (800) 443-6277

RJE Telecom, LLC	Delaware	57-1209651	1623	4315 Metro Parkway, Ste. 410 Ft. Myers, FL 33916 (239) 454-1944
Sage Telecommunications Corp. of Colorado, LLC	Colorado	20-3809734	1623	6700 Race Street Denver, CO 80229 (303) 227-0986
Spalj Construction Company	Delaware	76-0567489	1623	13968 Cypress Drive, Suite 3, Baxter, MN 56425 (218) 546-6022
Spectrum Wireless Solutions, Inc.	Delaware	76-0605511	1623	736 Park North Blvd., Suite 100, Clarkston, GA 30021 (404) 508-5700
Star Construction, LLC	Delaware	14-1856794	1623	6621 Asheville Highway Knoxville, TN 37924 (865) 521-6795
Stevens Communications, LLC	Delaware	05-0542662	1623	995 Cripple Creek Drive Lawrenceville, GA 30043 (800) 367-6606
S.T.S., LLC	Tennessee	48-1287356	1623	2575 Westside Pkwy., Suite 100 Alpharetta, GA 30004 (678) 461-3900
TCS Communications, LLC	Delaware	14-1856793	1623	2045 W. Union Ave., Bldg. E Englewood, CO 80110 (303) 377-3800
Tesinc, LLC	Delaware	14-1856791	1623	6401 Harney Road, Suite A Tampa, FL 33610 (813) 623-1233
Tjader, L.L.C.	Delaware	76-0654709	1623	13968 Cypress Drive, Suite 3 Baxter, MN 56425 (218) 546-6022
Trawick Construction Company, Inc.	Florida	59-0907078	1623	1555 South Boulevard, Chipley, FL 32428 (850) 638-0429
Triple-D Communications, LLC	Delaware	14-1856789	1623	3006 Park Central Avenue Nicholasville, KY 40356 (859) 887-4683
U G T I	California	77-0181451	1623	2575 Westside Pkwy., Suite 100 Alpharetta, GA 30004 (678) 461-3900
Underground Specialties, LLC	Delaware	14-1856787	1623	33005 Roberts Court Coburg, OR 97408 (541) 741-2211
UtiliQuest, LLC	Georgia	58-2379970	1623	2575 Westside Pkwy., Suite 100 Alpharetta, GA 30004 (678) 461-3900
VCI Construction, Inc.	Delaware	76-0589274	1623	1921 West 11th Street, Upland, CA 91786 (909) 949-1350
VCI Utility Services Holdings, LLC	Delaware	32-0405299	1623	1921 West 11th Street, Upland, CA 91786 (909) 946-0905

VCI Utility Services, Inc.	Delaware	46-1309281	1623	1369 West 9th Street, Upland, CA 91786 (909) 949-6060
Watts Brothers Cable Construction, Inc.	Kentucky	61-1282286	1623	4005 Vincent Station Drive Owensboro, KY 42303 (270) 689-1501
White Mountain Cable Construction, LLC	Delaware	14-1856798	1623	2113 Dover Road Epsom, NH 03234 (800) 233-7350

PROSPECTUS

DYCOM INDUSTRIES, INC.	DYCOM INVESTMENTS, INC.
Common Stock Preferred Stock Senior Debt Securities Subordinated Debt Securities Guarantees Depositary Shares Warrants Securities Purchase Contracts Securities Purchase Units	Senior Debt Securities Subordinated Debt Securities Guarantees

The common stock, preferred stock, senior and subordinated debt securities, depositary shares, warrants, securities purchase contracts and securities purchase units covered by this prospectus may be sold from time to time by Dycom Industries, Inc.  Senior and subordinated debt securities sold by Dycom Industries, Inc. will be fully and unconditionally guaranteed on an unsecured basis by certain of its 100% owned subsidiaries (the “Guarantors”), which may include Dycom Investments, Inc.  See “Description of Debt Securities of Dycom Industries, Inc. and Guarantees.”  Senior and subordinated debt securities may also be sold from time to time by Dycom Investments, Inc. and will be fully and unconditionally guaranteed on an unsecured basis by Dycom Industries, Inc. and certain of the Guarantors.  See “Description of Debt Securities of Dycom Investments, Inc. and Guarantees.”  We may offer the securities independently or together in any combination, called “units,” for sale directly to purchasers or through underwriters, dealers or agents to be designated at a future date.

We will provide the specific terms and prices of these securities in supplements to this prospectus.  The prospectus supplements may also add to, update or change information contained in this prospectus.  This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.  You should read this prospectus and the applicable prospectus supplement carefully before you invest in the securities.

Dycom Industries, Inc.’s common stock is listed on the New York Stock Exchange under the symbol “DY”.

We may sell securities to or through underwriters, dealers or agents.  For additional information on the method of sale, you should refer to the section entitled “Plan of Distribution.”  The names of any underwriters, dealers or agents involved in the sale of any securities and the specific manner in which they may be offered will be set forth in the prospectus supplement covering the sale of those securities.

Investing in our securities involves risks.  You should carefully review the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission (the “SEC”), any state securities commission nor any other regulatory authority has approved or disapproved the securities offered hereby, nor have any of the foregoing authorities passed upon or endorsed the merits of these securities or the accuracy or adequacy of this prospectus.  Any representation to the contrary is a criminal offense.

The date of this prospectus is September 8, 2014.

TABLE OF CONTENTS

Page

ABOUT THIS PROSPECTUS	ii
WHERE YOU CAN FIND MORE INFORMATION	iv
FORWARD-LOOKING STATEMENTS	v
PROSPECTUS SUMMARY	1
RATIO OF EARNINGS TO FIXED CHARGES	2
USE OF PROCEEDS	3
DESCRIPTION OF DEBT SECURITIES OF DYCOM INDUSTRIES, INC. AND GUARANTEES	4
DESCRIPTION OF DEBT SECURITIES OF DYCOM INVESTMENTS, INC. AND GUARANTEES	15
DESCRIPTION OF CAPITAL STOCK	27
DESCRIPTION OF DEPOSITARY SHARES	29
DESCRIPTION OF WARRANTS	32
DESCRIPTION OF SECURITIES PURCHASE CONTRACTS AND SECURITIES PURCHASE UNITS	33
PLAN OF DISTRIBUTION	35
LEGAL MATTERS	37
EXPERTS	37

i

ABOUT THIS PROSPECTUS

The information contained in this prospectus is not complete and may be changed.  We are not making an offer of any securities in any state where the offer is not permitted.  None of Dycom Industries, Inc., Dycom Investments, Inc. or any Guarantors has authorized anyone to provide you with any information or to make any representation other than as contained in this prospectus or that may be incorporated by reference into this prospectus.  None of Dycom Industries, Inc., Dycom Investments, Inc. or any Guarantors take any responsibility for, or can provide any assurance as to the reliability of, any information others may give you.  You should not assume that the information contained in this prospectus or any document that may be incorporated by reference into this prospectus is accurate as of any date other than the date on the front of this prospectus, or in the case of information that may be incorporated by reference into this prospectus, as of the date of such information, regardless of the time of delivery of this prospectus or any sale or issuance of a security.

We have filed with the Securities and Exchange Commission (the “SEC”) an automatic “shelf” registration statement on Form S-3 to register the securities offered under this prospectus. This prospectus is part of that registration statement and, as permitted by the SEC’s rules, does not contain all the information required to be set forth in the registration statement.  Under this automatic shelf registration process, Dycom Investments, Inc. may sell or issue, in one or more offerings, senior debt securities or subordinated debt securities, in one or more series, which will be fully and unconditionally guaranteed on an unsecured basis by Dycom Industries, Inc. and certain of the Guarantors.  In addition, Dycom Industries, Inc. may sell or issue, in one or more offerings, its:

· common stock;

· preferred stock;

· senior debt securities or subordinated debt securities, in one or more series, which will be fully and unconditionally guaranteed on an unsecured basis by certain of the Guarantors, which may include Dycom Investments, Inc.;

· depositary shares;

· warrants;

· securities purchase contracts;

· securities purchase units; and

· units consisting of any combination of securities issued by it or Dycom Investments, Inc.

This prospectus provides you with a general description of the securities we may offer.  Each time we sell or issue securities, we will provide a prospectus supplement or other offering material that will contain specific information about the terms of that specific offering of securities and the specific manner in which they may be offered.  The prospectus supplement or other offering material may also add to, update or change any of the information contained in this prospectus.  To the extent that any statement we make in a prospectus supplement or other offering material is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in the prospectus supplement or other offering material.  The prospectus supplement or other offering material may also contain information about any material federal income tax considerations relating to the securities described in the prospectus supplement.  You should read both this prospectus and the applicable prospectus supplement or other offering material together with the additional information described under “Where You Can Find More Information.”  This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.

This prospectus contains summaries of certain documents, but reference is made to the actual documents for complete information.  All such summaries are qualified in their entirety by such reference.  Copies of documents referred to herein will be made available to prospective investors upon request to us.  See “Where You Can Find More Information.”

ii

The registration statement that contains this prospectus (including the exhibits to the registration statement) contains additional information about us and the securities offered under this prospectus.  That registration statement can be read at the SEC web site (www.sec.gov) or at the SEC offices mentioned under the heading “Where You Can Find More Information.”

iii

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and other reports, proxy statements and other information with the SEC.  You may read and copy any reports, statements or other information we file with the SEC at its public reference rooms at 100 F Street, N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms.  Our filings are also available to the public on the Internet, through a database maintained by the SEC at http://www.sec.gov.  In addition, you can inspect and copy our reports, proxy statements and other information at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

Neither Dycom Investments, Inc. nor any Guarantors file separate financial statements with the SEC or independently publish their financial statements.  Instead, Dycom Investments, Inc.’s and the Guarantors’ financial condition, results of operations and cash flows are consolidated into our financial statements.  Condensed consolidating financial information illustrating Dycom Investments, Inc.’s and the Guarantors’ financial condition, results of operations and cash flows, on a combined basis, is disclosed in the notes to our consolidated financial statements.

The SEC allows us to incorporate by reference into this prospectus the information we filed with it.  This means that we can disclose important business, financial and other information to you by referring you to other documents separately filed with the SEC.  All information incorporated by reference is part of this prospectus, and information that we file later with the SEC will automatically update and supersede the previously filed information.

We incorporate by reference the documents listed below, except that we are not incorporating any information included in a current report on Form 8-K that has been furnished (and not filed) with the SEC, unless such information is expressly incorporated herein by a reference in a furnished current report on Form 8-K or other furnished document, until we complete our offerings of the securities registered under this registration statement.

1. Our annual report on Form 10-K for the fiscal year ended July 26, 2014; and

2. The description of our common stock contained in our registration statement on Form 8-A filed with the SEC on April 6, 2001, including any amendments or reports filed for the purpose of updating the description.

We also incorporate by reference all future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), until we complete our offerings of the securities registered under this registration statement.

Our filings with the SEC, including our annual report on Form 10-K, are available free of charge on our website as soon as reasonably practicable after they are filed with, or furnished to, the SEC.  Our Internet website is located at www.dycomind.com.  The contents of the website are not incorporated by reference into this prospectus.  You also may request, orally or in writing, a copy of these filings, at no cost, by contacting us at:  Dycom Industries, Inc., 11770 U.S. Highway 1, Suite 101, Palm Beach Gardens, Florida 33408, Attention:  Investor Relations, telephone number (561) 627-7171.

iv

FORWARD-LOOKING STATEMENTS

We are making this statement pursuant to the safe harbor provisions for forward-looking statements described in the Private Securities Litigation Reform Act of 1995.  This prospectus, prospectus supplements to this prospectus, and the documents incorporated by reference or deemed to be incorporated by reference contain or will contain “forward-looking statements,” which are statements relating to future events and our future financial performance, strategies, expectations, and competitive environment.  Words such as “outlook,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “forecast,” “may,” “should,” “could,” “project,” “target” and similar expressions, as well as statements in future tense, identify forward-looking statements.

You should not consider forward-looking statements as guaranteeing future performance or results.  They will not necessarily indicate accurately whether such performance or results will be achieved or, if achieved, at what time.  Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief at that time with respect to future events.  Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.  Important factors, assumptions, uncertainties, and risks that could cause such differences include, but are not limited to:

· anticipated outcomes of contingent events, including litigation;

· projections of revenues, income or loss, or capital expenditures;

· determinations as to whether the carrying value of our assets is impaired;

· expected benefits and synergies of businesses acquired and future opportunities for the combined businesses;

· plans for future operations, growth and acquisitions, dispositions, or financial needs;

· financing availability;

· outcomes of our plans for future operations, growth and services, including contract backlog;

· restrictions imposed by our credit agreement and the indenture governing our senior subordinated notes;

· use of our cash flow to service our debt;

· future economic conditions and trends in the industries we serve;

· assumptions relating to any of the foregoing;

and other factors discussed under the heading “Risk Factors” in the documents incorporated by reference or deemed to be incorporated by reference and described in our filings with the SEC, including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections included in our Annual Report on Form 10-K for the fiscal year ended July 26, 2014, each of which is incorporated by reference in this prospectus.

v

PROSPECTUS SUMMARY

This summary highlights selected information regarding us included elsewhere or incorporated by reference in this prospectus.  This summary is not complete and does not contain all of the information that may be important to you and that you should consider before investing in the securities.  The following summary is not meant to be complete and is qualified by reference to other information contained elsewhere or incorporated by reference as exhibits into the registration statement of which this prospectus is a part.  For a more complete understanding of this offering, you should carefully read this entire prospectus and the accompanying prospectus supplement, including the section entitled “Risk Factors” in the accompanying prospectus supplement or documents incorporated by reference before making an investment decision.  Except as otherwise indicated, “Dycom,” “the Company,” “we,” “our,” and “us” refer to Dycom Industries, Inc. and its wholly-owned subsidiaries.

Dycom Industries, Inc.

We are a leading provider of specialty contracting services throughout the United States and in Canada.  Our services are provided on a decentralized basis through our subsidiary companies and include engineering, construction, maintenance and installation services to telecommunications providers, underground facility locating services to various utilities, including telecommunications providers, and other construction and maintenance services to electric and gas utilities and others.

We have established relationships with many leading telephone companies, cable television multiple system operators, telecommunication equipment and infrastructure providers, and electric and gas utilities and others.  These companies include AT&T Inc., CenturyLink, Inc., Comcast Corporation, Verizon Communications Inc., Time Warner Cable Inc., Windstream Corporation and Charter Communications, Inc.

A majority of our services are performed under master service agreements and other arrangements with customers which contain customer-specified service requirements, such as discrete pricing for individual tasks. We generally have multiple agreements with each of our significant customers.

The specialty contracting services industry in which we operate is highly fragmented. It is characterized by a large number of participants, including several large companies as well as a significant number of small, privately owned, local competitors.  We also face competition from the in-house service organizations of our existing and prospective customers, particularly telecommunications providers that employ personnel who perform some of the same services that we provide. There are relatively few barriers to entry into the markets in which we operate. As a result, any organization that has adequate financial resources and access to technical expertise may become a competitor. The principal competitive factors for our services include geographic presence, breadth of service offerings, worker and general public safety, price, quality of service, and industry reputation. We believe that we meet or exceed our competitors when evaluated against these factors.

The specialty contracting services industry in which we operate is highly fragmented.  It is characterized by a large number of participants, including several large companies as well as a significant number of small, privately owned, local competitors.  We also face competition from the in-house service organizations of our existing and prospective customers, particularly telecommunications providers that employ personnel who perform some of the same services that we provide.  The principal competitive factors for our services include geographic presence, breadth of service offerings, worker and general public safety, price, quality of service, and industry reputation.  We believe that we meet or exceed our competitors when evaluated against these factors.

Dycom Investments, Inc.

Dycom Investments, Inc. is a 100% owned subsidiary of Dycom Industries, Inc.  Dycom Investments, Inc. has no independent operations other than as a holding company.  It was formed as a Delaware corporation in 2003.

Our and Dycom Investments, Inc.’s principal executive offices are located at 11770 U.S. Highway 1, Suite 101, Palm Beach Gardens, Florida 33408 and our telephone number is (561) 627-7171.  Our website is located at www.dycomind.com.  The information on or connected to this website is not part of this prospectus.

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RATIO OF EARNINGS TO FIXED CHARGES

Set forth below is information concerning our ratio of earnings to fixed charges.  This ratio shows the extent to which our business generates enough earnings after the payment of all expenses other than interest to make required interest payments on our debt.

For the purposes of determining the ratio of earnings to fixed charges, earnings are defined as pretax income from operations plus fixed charges.  Fixed charges consist of all interest expense, amortization of debt issuance costs and an estimate of the interest within rental expense.

	July 26, 2014		July 27, 2013		July 28, 2012		July 30, 2011		July 31, 2010
Ratio of Earnings to Fixed Charges		2.7x		2.7x		3.7x		2.3x		1.5x

Because we have no preferred stock issued and outstanding (and have not had any issued and outstanding during the fiscal years or periods shown above), a ratio of combined fixed charges and preference dividends to earnings is not presented.

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USE OF PROCEEDS

Unless the applicable prospectus supplement indicates otherwise, we currently intend to use the net proceeds from any sale of the offered securities for working capital and general corporate purposes, which may include, among other things, repaying, redeeming or repurchasing debt, acquisitions, share repurchases and capital expenditures.  Additional information on the use of net proceeds from any sale of the securities offered by this prospectus will be set forth in the prospectus supplement or other offering material relating to such offering.

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DESCRIPTION OF DEBT SECURITIES OF DYCOM INDUSTRIES, INC. AND GUARANTEES

“We,” “our,” and “us” under this Description of Debt Securities and Guarantees refer to Dycom Industries, Inc. and “Guarantors” refers to certain of its subsidiaries, which may include Dycom Investments, Inc.,  which will guarantee the debt securities.

This section contains a description of the general terms and provisions of the debt securities of Dycom Industries, Inc. that may be offered by this prospectus and to which any prospectus supplement may relate.  The particular terms of the debt securities offered will be described in the applicable prospectus supplement.  The prospectus supplement relating to a series of debt securities being offered pursuant to this prospectus will be attached to this prospectus.

We may issue senior debt securities and subordinated debt securities.  The debt securities are to be issued under an indenture (the “indenture”) to be entered into among us, the Guarantors and a trustee, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part.  The indenture may be supplemented from time to time.

This prospectus briefly outlines some of the indenture provisions.  The following summary of the material provisions of the indenture is qualified in its entirety by the provisions of the indenture, including definitions of certain terms used in the indenture.  Wherever we refer to particular sections or defined terms of the indenture, those sections or defined terms are incorporated in this prospectus and the applicable prospectus supplement by reference.  You should review the indenture that is filed as an exhibit to the registration statement for additional information.

In addition, the material specific financial, legal and other terms as well as federal income tax consequences particular to securities of each series will be described in the prospectus supplement relating to the securities of that series.  The prospectus supplement may or may not modify the general terms found in this prospectus and will be filed with the SEC.  For a complete description of the terms of a particular series of debt securities, you should read both this prospectus and the prospectus supplement relating to that particular series.

General

The indenture provisions do not limit the amount of debt that we or any of our subsidiaries may issue under the indenture or otherwise, and we may issue the securities in one or more series with the same or various maturities, at par or a premium, or with original issue discount.

Unless otherwise specified in the prospectus supplement, our debt securities covered by this prospectus will be our direct unsecured obligations.  Senior debt securities will rank equally with our other unsecured and unsubordinated indebtedness.  Subordinated debt securities will be unsecured and subordinated in right of payment to the prior payment in full of all of our unsecured and unsubordinated indebtedness.  See “—Subordination” below.  Any of our secured indebtedness will rank ahead of the debt securities to the extent of the assets securing such indebtedness.

We are a holding company that conducts substantially all of our operations through our subsidiaries and none of our subsidiaries is obligated to make funds available to us for payment on the debt securities.  Accordingly, our ability to make payments on the debt securities is dependent on the earnings and the distribution or other payment of funds from our subsidiaries.  The debt securities will be structurally subordinated in right of payment to all indebtedness and other liabilities and commitments (including trade payables and lease obligations) of our subsidiaries, including any debt securities issued by Dycom Investments, Inc.  Our right to receive assets of any of our subsidiaries upon the subsidiary’s liquidation or reorganization will be structurally subordinated to the claims of that subsidiary’s creditors, except to the extent that we are ourselves recognized as a creditor of the subsidiary, in which case our claims would still be subordinate in right of payment to any security in the assets of the subsidiary and any indebtedness of the subsidiary senior to that held by us.  See “—Guarantees” below.

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The prospectus supplement relating to any series of our debt securities being offered will include specific terms relating to the offering.  These terms will include, among other terms, some or all of the following, as applicable:

· the title and series of such debt securities;

· the total principal amount of the series of debt securities and whether there shall be any limit upon the aggregate principal amount of such debt securities;

· the date or dates, or the method or methods, if any, by which such date or dates will be determined, on which the principal of the debt securities will be payable;

· the rate or rates at which such debt securities will bear interest, if any, which rate may be zero in the case of certain debt securities issued at an issue price representing a discount from the principal amount payable at maturity, or the method by which such rate or rates will be determined (including, if applicable, any remarketing option or similar method), and the date or dates from which such interest, if any, will accrue or the method by which such date or dates will be determined;

· the date or dates on which interest, if any, on such debt securities will be payable and any regular record dates applicable to the date or dates on which interest will be so payable;

· the place or places where the principal of or any premium or interest on such debt securities will be payable, where any of such debt securities that are issued in registered form may be surrendered for registration of or transfer or exchange, and where any such debt securities may be surrendered for conversion or exchange;

· if such debt securities are to be redeemable at our option, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such debt securities may be redeemed, in whole or in part, at our option;

· provisions specifying whether we will be obligated to redeem or purchase any of such debt securities pursuant to any sinking fund or analogous provision or at the option of any holder of such debt securities and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such debt securities will be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such debt securities so redeemed or purchased;

· if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which any debt securities to be issued in registered form will be issuable and, if other than a denomination of $5,000, the denominations in which any debt securities to be issued in bearer form will be issuable;

· provisions specifying whether the debt securities will be convertible into other securities of ours and/or exchangeable for securities of other issuers and, if so, the terms and conditions upon which such debt securities will be so convertible or exchangeable;

· if other than the principal amount, the portion of the principal amount (or the method by which such portion will be determined) of such debt securities that will be payable upon declaration of acceleration of the maturity thereof;

· if other than U.S. dollars, the currency of payment, including composite currencies, of the principal of and any premium or interest on any of such debt securities;

· provisions specifying whether the principal of and any premium or interest on such debt securities will be payable, at the election of us or a holder of debt securities, in a currency other than that in which such debt securities are stated to be payable and the date or dates on which, the period or periods within which, and the other terms and conditions upon which, such election may be made;

· any index, formula or other method used to determine the amount of payments of principal of, any premium or interest on such debt securities;

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· provisions specifying whether such debt securities are to be issued in the form of one or more global securities and, if so, the identity of the depositary for such global security or securities;

· provisions specifying whether such debt securities are senior debt securities or subordinated debt securities and, if subordinated debt securities, the specific subordination provisions applicable thereto;

· in the case of subordinated debt securities, provisions specifying the relative degree, if any, to which such subordinated debt securities of the series will be senior to or be subordinated in right of payment to other series of subordinated debt securities or other indebtedness of ours, as the case may be, whether such other series of subordinated debt securities or other indebtedness is outstanding or not;

· any deletions from, modifications of or additions to the events of default or covenants with respect to such debt securities;

· terms specifying whether the provisions described below under “—Satisfaction and Discharge” and “—Legal Defeasance and Covenant Defeasance” will be applicable to such debt securities;

· terms specifying whether any of such debt securities are to be issued upon the exercise of warrants, and the time, manner and place for such debt securities to be authenticated and delivered; and

· any other terms of such debt securities and any other deletions from or modifications or additions to the applicable indenture in respect of such debt securities.

We will have the ability under the indenture to “reopen” a previously issued series of debt securities and issue additional debt securities of that series or establish additional terms of that series.  We also are permitted to issue debt securities with the same terms as previously issued debt securities.

We may in the future issue debt securities other than the debt securities described in this prospectus.  There is no requirement that any other debt securities that we issue be issued under the indenture described in this prospectus.  Thus, any other debt securities that we may issue may be issued under other indentures or documentation containing provisions different from those included in the indenture or applicable to one or more issues of the debt securities described in this prospectus.

Guarantees

Each of the Guarantors will jointly and severally guarantee, on a senior basis, the due and punctual payment of all amounts payable under our senior debt securities, including principal, premium, if any, and interest.  Each of the Guarantors will jointly and severally guarantee, on a basis subordinated to the prior payment in full of all senior indebtedness of each such Guarantor, the due and punctual payment of all amounts payable under our subordinated debt securities, including principal, premium, if any, and interest.

The obligations of each of the Guarantors under its guarantee will be limited as necessary to prevent that guarantee from constituting a fraudulent conveyance under applicable law.  We cannot assure you that this limitation will protect the guarantees from fraudulent conveyance or fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the guarantees would suffice, if necessary, to pay the debt securities in full when due.  In a Florida bankruptcy case, this kind of provision was found to be unenforceable and, as a result, the subsidiary guarantees in that case were found to be fraudulent conveyances.  We do not know if that case will be followed if there is litigation relating to the validity and/or enforceability of the guarantees under the indenture.  However, if it is followed, the risk that the guarantees will be found to be fraudulent conveyances will be significantly increased.

A Guarantor may not sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving entity) another entity, other than us or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no default or event of default exists; and

(2) the entity acquiring the property in any such sale, assignment, transfer, conveyance, lease or other disposition or the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) assumes all the obligations of that Guarantor under the indenture and its guarantee pursuant to a supplemental indenture satisfactory to the trustee.

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The guarantee of a Guarantor will be automatically and unconditionally released:

(1) in connection with certain sales or other dispositions of all or substantially all of the assets of the Guarantor;

(2) in connection with certain sales or other dispositions of the capital stock of the Guarantor; or

(3) upon legal defeasance, covenant defeasance or satisfaction and discharge of the debt securities as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge.”

Merger, Consolidation or Sale of Assets

(a) We will not, directly or indirectly:  (1) consolidate or merge with or into another entity (whether or not we are the surviving corporation); (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of ours and our subsidiaries taken as a whole, in one or a series of related transactions, to another entity, or (3) permit any Guarantor (whether or not such Guarantor is the surviving entity) to enter into any such transactions or a series of related transactions under clause (1) or (2) above which, in the aggregate, would result in a sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties and assets of ours and the Guarantors taken as a whole, unless:

(1) either:  (a) we or such other Guarantor is the surviving corporation; or (b) the entity formed by or surviving any such consolidation or merger (if other than us or such Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that in the case when such entity is not a corporation, a co-obligor of the debt securities is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2) the entity formed by or surviving any such consolidation or merger (if other than us or other Guarantor) or the entity to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of ours or such Guarantor under the debt securities and the indenture pursuant to agreements reasonably satisfactory to the trustee; and

(3) immediately after such transaction, no default or event of default exists.

(b) This “Merger, Consolidation or Sale of Assets” covenant will not apply to:

(A) our merger with an affiliate solely for the purpose of reincorporating us in another jurisdiction; or

(B) any consolidation or merger or any sale, assignment, transfer, conveyance or other disposition of assets between or among us and our subsidiaries.

(c)  A supplemental indenture or the form of security for a particular series of debt securities may include additional conditions or changes to the “Merger, Consolidation or Sale of Assets” covenant described above.  The “Merger, Consolidation or Sale of Assets” covenant applicable to a particular series of debt securities will be discussed in the prospectus supplement relating to such series.

Additional Covenants

Any additional covenants applicable to a particular series of our debt securities will be discussed in the prospectus supplement relating to such series and will be included in a supplemental indenture or the form of security for such series.

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Events of Default and Remedies

An “event of default” means any one of the following events that occurs with respect to a series of our debt securities issued under the indenture:

· failure to pay interest on any debt security of such series for 30 days after payment was due;

· failure to make the principal or any premium payment (whether at maturity, upon redemption or otherwise) on any debt security of such series when due;

· failure to make any sinking fund payment or analogous obligation when due in respect of any debt securities of such series;

· failure by us or any of the Guarantors to comply with any other agreements in the indenture and this failure continues for 60 days after we receive written notice of it by the trustee or the holders of at least 25% in aggregate principal amount of the debt securities of a particular series voting as a single class (other than any failure to perform in respect of an agreement included in the indenture solely for the benefit of another series of debt securities);

· any default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by us or any of the Guarantors (or the payment of which is guaranteed by us or any of the Guarantors), if that default:  (a) is caused by a failure to make any payment on such indebtedness when due at final maturity of such indebtedness (a “payment default”); or (b) results in the acceleration of such indebtedness prior to its express maturity, and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $25.0 million or more;

· failure by us to pay final judgments entered by a court or courts of competent jurisdiction (to the extent any such judgments are not paid or covered by insurance provided by a reputable carrier) aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

· except as permitted in the indenture, any guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor denies or disaffirms its obligations under its guarantee, except to the extent contemplated by the indenture and any such guarantee; and

· certain events of bankruptcy or insolvency with respect to us or certain of our significant subsidiaries.

A supplemental indenture or the form of security for a particular series of debt securities may include additional events of default or changes to the events of default described above.  The events of default applicable to a particular series of debt securities will be discussed in the prospectus supplement relating to such series.  Other than as specified above, a default under our other indebtedness will not be a default under the indenture for the debt securities covered by this prospectus, and a default under one series of debt securities will not necessarily be a default under another series.

In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to us or certain of our significant subsidiaries, all outstanding debt securities will become due and payable immediately without further action or notice.  If any other event of default with respect to outstanding debt securities of any series occurs and is continuing, then the trustee or the holders of at least 25% in principal amount of outstanding debt securities of that series then outstanding may declare all debt securities of that series to be due and payable immediately by notice in writing to us specifying the event of default.

The holders of a majority in aggregate principal amount of the then outstanding debt securities of a particular series by notice to the trustee may, on behalf of the holders of all of the debt securities of such particular series, rescind an acceleration or waive any existing default or event of default and its consequences under the indenture except a continuing default or event of default in the payment of principal, interest, premium, if any, or any sinking fund payment, if applicable, on any series of debt securities or a covenant or provision that cannot be modified or amended without the consent of each holder of outstanding securities of that series.

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We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of the discount securities upon the occurrence of an event of default.

Holders of the debt securities may not enforce the indenture or the debt securities except as provided in the applicable indenture.  Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding debt securities of a particular series may direct the trustee in its exercise of any trust or power.  The trustee may withhold from holders of the debt securities notice of any default if it determines that withholding notices is in their interest, except for defaults relating to the payment of principal, interest, premium, if any, or any sinking fund payment, if applicable, on any series of debt securities.

Subject to the provisions of the indenture relating to the duties of the trustee, in case an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of the debt securities of a particular series unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense.  Except to enforce the right to receive payment of principal, interest, premium, if any, or any sinking fund payment, if applicable, on any series of debt securities when due, no holder of the debt securities may pursue any remedy with respect to the indenture or the debt securities unless:

· such holder has previously given the trustee notice that an event of default is continuing;

· holders of at least 25% in aggregate principal amount of the then outstanding debt securities of a particular series have requested the trustee to pursue the remedy;

· such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;

· the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

· holders of a majority in aggregate principal amount of the then outstanding debt securities of such series have not given the trustee a direction inconsistent with such request within such 60-day period.

We are required to deliver to the trustee annually a statement regarding compliance with the indenture.  Within five business days of becoming aware of any default or event of default, we are required to deliver to the trustee a statement specifying such default or event of default.

Modification of Indenture

Except as provided in the next three succeeding paragraphs and as described in the prospectus supplement relating to a series of debt securities, the indenture, our debt securities and the guarantees may be amended or modified with the consent of the holders of at least a majority in aggregate principal amount of all outstanding debt securities which are affected by such amendment or modification, and any existing default or event of default or compliance with any provision of the indenture, the debt securities or the guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding debt securities of a particular series.

Without the consent of each holder of debt securities affected, an amendment, modification or waiver may not (with respect to any affected debt securities held by a non-consenting holder):

(1) reduce the principal amount of debt securities whose holders must consent to an amendment, modification or waiver;

(2) reduce the principal of or change the fixed maturity of any debt securities or alter the provisions with respect to the redemption of any debt securities;

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(3) reduce the rate of or change the time for payment of interest on any debt securities;

(4) waive a default or event of default in the payment of principal of, or interest or premium, if any, on any debt securities (except a rescission of acceleration of the debt securities by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of a particular series and a waiver of the payment default that resulted from such acceleration);

(5) make any debt security payable in money other than that stated in such debt securities;

(6) impair the right to institute suit for the enforcement of any payment on or with respect to any debt securities or the related guarantees;

(7) waive a redemption payment with respect to any debt securities;

(8) release any Guarantor from any of its obligations under its guarantee or the indenture, except in accordance with the terms of the indenture; or

(9) make any change in the preceding amendment and waiver provisions.

In addition, any amendment or modification to, or waiver of, the provisions of the indenture relating to subordination of the debt securities and the guarantees that adversely affects the rights of the holders of the debt securities will require the consent of the holders of at least 75% in aggregate principal amount of affected debt securities then outstanding.

Notwithstanding the preceding, without the consent of any holder of debt securities, we, the Guarantors and the trustee may amend or modify the indenture, the debt securities or the guarantees:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated debt securities in addition to or in place of certificated debt securities;

(3) to make any change that would provide any additional rights or benefits to the holders of debt securities or that does not materially adversely affect the legal rights under the indenture of any such holder;

(4) to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

(5) to conform the text of the indenture, the guarantees or the debt securities to any provision of this prospectus or to the prospectus supplement relating to the debt securities of any series to the extent that such provision in the prospectus or the prospectus supplement was intended to be a verbatim recitation of a provision of the indenture, the guarantees or the debt securities;

(6) to release a Guarantor from its obligations under its guarantee or the indenture in accordance with the applicable provisions of the indenture;

(7) to secure any debt securities and/or any guarantees ;

(8) to evidence and provide for the acceptance of appointment by a successor trustee; or

(9) to allow any Guarantor to execute a supplemental indenture and/or a guarantee with respect to the debt securities.

In computing whether the holders of the requisite principal amount of outstanding debt securities have taken action under an indenture or supplemental indenture:

· for an original issue discount security, we will use the amount of the principal that would be due and payable as of that date, as if the maturity of the debt had been accelerated due to a default; and

· for a debt security denominated in a foreign currency or currencies, we will use the U.S. dollar equivalent of the outstanding principal amount as of that date, using the exchange rate in effect on the date of original issuance of the debt security.

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Subordination

The extent to which a particular series of our subordinated debt securities may be subordinated to our unsecured and unsubordinated indebtedness will be set forth in the prospectus supplement for any such series and any indenture may be modified by a supplemental indenture to reflect such subordination provisions.

Payment and Transfer

Unless otherwise specified in the related prospectus supplement, we will pay principal, interest and any premium on fully registered securities at the place or places designated by us for such purposes.  We will make payment to the persons in whose names the debt securities are registered at the close of business on the day or days specified by us.  Any other payments will be made as set forth in the applicable prospectus supplement.

All paying agents initially designated by us with respect to payments on the debt securities will be named in the related prospectus supplement.  We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place where the principal of and any premium or interest on any debt securities are payable.

Unless otherwise provided in the related prospectus supplement, holders may transfer or exchange debt securities at the corporate trust office of the trustee or at any other office or agency maintained by us for such purposes.  We will not charge a service fee for any transfer or exchange of certificated securities, but we may require payment of a sum sufficient to cover any stamp tax or other governmental charge and any other reasonable expenses (including fees and expenses of the trustee) that we are required to pay in connection with a transfer or exchange.

You may effect the transfer of certificated securities and the right to receive the principal, premium and interest on certificated securities only by surrendering the certificate representing those certificated securities and either reissuance by us or the trustee of the certificate to the new holder or the issuance by us or the trustee of a new certificate to the new holder.

We are not required to:

· register the transfer of or exchange securities of any series during a period beginning at the opening of business 15 days before the day we transmit a notice of redemption of securities of the series selected for redemption and ending at the close of business on the day of the transmission; or

· register the transfer of or exchange any security so selected for redemption in whole or in part, except the unredeemed portion of any security being redeemed in part.

All transfer agents initially designated by us will be named in the related prospectus supplement.  We may at any time rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place where the principal of and any premium or interest on any debt securities are payable.

We have initially appointed the trustee as security registrar, transfer agent and paying agent for the debt securities.

Global Securities

We may issue the global securities in either registered or bearer form, in either temporary or permanent form.  Where any debt securities of any series are issued in bearer form, the restrictions and considerations applicable to such debt securities and with respect to the payment, transfer and exchange of such debt securities will be described in the related prospectus supplement.  Debt securities that are represented in whole or in part by one or more global securities will be registered in the name of a depositary or its nominee identified in the applicable prospectus supplement, and such global securities will be deposited with, or on behalf of, the depositary.  The applicable prospectus supplement will describe the specific terms of the depositary arrangement with respect to the applicable securities of that series.  We anticipate that the following provisions will apply to all depositary arrangements.

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Once a global security is issued, the depositary will credit on its book-entry system the respective principal amounts of the individual securities represented by that global security to the accounts of institutions that have accounts with the depositary.  These institutions are known as participants.  The underwriters for the securities will designate the accounts to be credited.  However, if we have offered or sold the securities either directly or through agents, we or the agents will designate the appropriate accounts to be credited.

Ownership of beneficial interest in a global security will be limited to participants or persons that may hold beneficial interests through participants.  Ownership of beneficial interest in a global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary’s participants or persons that hold through participants.  The laws of some states require that certain purchasers of securities take physical delivery of securities.  Such limits and such laws may limit the market for beneficial interests in a global security.

So long as the depositary for a global security, or its nominee, is the registered owner of a global security, the depositary or nominee will be considered the sole owner or holder of the securities represented by the global security for all purposes under the indenture.  Except as provided in the applicable prospectus supplement, owners of beneficial interests in a global security:

· will not be entitled to have securities represented by global securities registered in their names;

· will not receive or be entitled to receive physical delivery of securities in definitive form; and

· will not be considered owners or holders of these securities under the indenture.

Payments of principal, any premium and interest on the individual securities registered in the name of the depositary or its nominee will be made to the depositary or its nominee as the holder of that global security.  Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a global security, or for maintaining, supervising or reviewing any records relating to beneficial ownership interests, and each of us and the trustee may act or refrain from acting without liability on any information provided by the depositary.

We expect that the depositary, after receiving any payment of principal, any premium or interest in respect of a global security, will immediately credit the accounts of the participants with payment in amounts proportionate to their respective holdings in principal amount of beneficial interest in a global security as shown on the records of the depositary.  We also expect that payments by participants to owners of beneficial interests in a global security will be governed by standing customer instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participants.

Debt securities represented by a global security will be exchangeable for debt securities in definitive form of like tenor in authorized denominations only if the depositary notifies us that it is unwilling or unable to continue as the depositary and a successor depositary is not appointed by us within 90 days or we, in our discretion, determine not to require all of the debt securities of a series to be represented by a global security and notify the trustee of our decision.

Legal Defeasance and Covenant Defeasance

We may at any time, at the option of our board of directors evidenced by a resolution set forth in an officers’ certificate, elect to have all of our obligations discharged with respect to the outstanding debt securities of such series and all obligations of the Guarantors discharged with respect to their related guarantees (which we refer to in this prospectus as “legal defeasance”) except for:

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· the rights of holders of outstanding debt securities to receive payments in respect of the principal of, or interest or premium on such debt securities when such payments are due from the trust referred to below;

· our obligations with respect to the debt securities concerning issuing temporary debt securities, registration of debt securities, mutilated, destroyed, lost or stolen debt securities and the maintenance of an office or agency for payment and money for security payments held in trust;

· the rights, powers, trusts, duties and immunities of the trustee, and our and the Guarantors’ obligations in connection therewith; and

· the legal defeasance and covenant defeasance (as defined below) provisions of the indenture.

In addition, we may, at our option and at any time, elect to have our and the Guarantors’ obligations released with respect to certain restrictive covenants of debt securities of such series and all obligations of the Guarantors with respect to the guarantees discharged (which we refer to in this prospectus as “covenant defeasance”), and thereafter any failure to comply with those covenants and obligations will not constitute a default or event of default with respect to the debt securities of such series or the related guarantees.  In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “—Events of Default and Remedies” will no longer constitute an event of default with respect to the debt securities of such series and the related guarantees.

In order to exercise either legal defeasance or covenant defeasance:

· we must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the debt securities of the series, cash in U.S. dollars or in the foreign currency in which such debt securities are payable at stated maturity, non-callable government securities, or a combination of both, in amounts sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding debt securities on the stated date for payment thereof and we must specify whether the debt securities are being defeased to such stated date for payment or to a particular redemption date, if applicable;

· in the case of legal defeasance, we must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) we have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;

· in the case of covenant defeasance, we must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

· no default or event of default with respect to the debt securities to be defeased has occurred and is continuing on the date of such deposit (other than a default or event of default resulting from the borrowing of funds to be applied to such deposit);

· such legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) to which we or any of our subsidiaries are a party or by which we or any of our subsidiaries are bound;

· we must deliver to the trustee an officers’ certificate stating that the deposit was not made by us with the intent of preferring the holders of debt securities over the other creditors of ours with the intent of defeating, hindering, delaying or defrauding creditors of ours or others; and

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· we must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the legal defeasance or the covenant defeasance have been complied with.

Satisfaction and Discharge

We may discharge certain obligations to the holders of any debt securities of any series that have not already been delivered to the trustee for cancellation and that either have become due and payable or will become due and payable within one year (or scheduled for redemption within one year) if we deposit with the trustee, in trust, funds in the currency in which such debt securities are payable in an amount sufficient to pay the entire indebtedness on debt securities of such series with respect to principal and any premium and interest to the date of such deposit (if such debt securities have then become due and payable) or to the maturity date of such debt securities, as the case may be.

Concerning the Trustee

At all times, the trustee must be organized and doing business under the laws of the United States, any state thereof or the District of Columbia, and must comply with all applicable requirements under the Trust Indenture Act.

The trustee may resign at any time by giving us written notice or may be removed:

· by act of the holders of a majority in principal amount of a series of outstanding debt securities; or

· if it (i) fails to comply with the obligations imposed upon it under the Trust Indenture Act; (ii) is not organized and doing business under the laws of the United States, any state thereof or the District of Columbia; (iii) becomes incapable of acting as trustee; or (iv) or a court takes certain actions relating to bankruptcy, insolvency or reorganization.

If the trustee resigns, is removed or becomes incapable of acting, or if a vacancy occurs in the office of the trustee for any cause, we, by or pursuant to a board resolution, will promptly appoint a successor trustee or trustees with respect to the debt securities of such series.  We will give written notice to holders of the relevant series of debt securities, of each resignation and each removal of the trustee with respect to the debt securities of such series and each appointment of a successor trustee.  Upon the appointment of any successor trustee, we, the retiring trustee and such successor trustee, will execute and deliver a supplemental indenture in which each successor trustee will accept such appointment and which will contain such provisions as necessary or desirable to transfer to such successor trustee all the rights, powers, trusts and duties of the retiring trustee with respect to the relevant series of debt securities.

If the trustee becomes a creditor of us or any Guarantor, the indenture limits the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise.  The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign.

The holders of a majority in aggregate principal amount of the then outstanding debt securities will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions.  The indenture provides that in case an event of default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs.  Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of the debt securities, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

New York Law to Govern

The indenture will be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in that state.

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DESCRIPTION OF DEBT SECURITIES OF DYCOM INVESTMENTS, INC. AND GUARANTEES

“We,” “our,” and “us” under this Description of Debt Securities and Guarantees refer to Dycom Investments, Inc. and “Guarantors” refers to Dycom Industries, Inc. and certain of its subsidiaries which will guarantee the debt securities.

This section contains a description of the general terms and provisions of the debt securities of Dycom Investments, Inc. that may be offered by this prospectus and to which any prospectus supplement may relate.  The particular terms of the debt securities offered will be described in the applicable prospectus supplement.  The prospectus supplement relating to a series of debt securities being offered pursuant to this prospectus will be attached to this prospectus.

We may issue senior debt securities and subordinated debt securities.  The debt securities are to be issued under an indenture (the “indenture”) to be entered into among us, the Guarantors and a trustee, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part.  The indenture may be supplemented from time to time.

This prospectus briefly outlines some of the indenture provisions.  The following summary of the material provisions of the indenture is qualified in its entirety by the provisions of the indenture, including definitions of certain terms used in the indenture.  Wherever we refer to particular sections or defined terms of the indenture, those sections or defined terms are incorporated in this prospectus and the applicable prospectus supplement by reference.  You should review the indenture that is filed as an exhibit to the registration statement for additional information.

In addition, the material specific financial, legal and other terms as well as federal income tax consequences particular to securities of each series will be described in the prospectus supplement relating to the securities of that series.  The prospectus supplement may or may not modify the general terms found in this prospectus and will be filed with the SEC.  For a complete description of the terms of a particular series of debt securities, you should read both this prospectus and the prospectus supplement relating to that particular series.

General

The indenture provisions do not limit the amount of debt that we, Dycom Industries, Inc. or any of its subsidiaries  may issue under the indenture or otherwise, and we may issue the securities in one or more series with the same or various maturities, at par or a premium, or with original issue discount.

Unless otherwise specified in the prospectus supplement, our debt securities covered by this prospectus will be our direct unsecured obligations.  Senior debt securities will rank equally with our other unsecured and unsubordinated indebtedness.  Subordinated debt securities will be unsecured and subordinated in right of payment to the prior payment in full of all of our unsecured and unsubordinated indebtedness.  See “—Subordination” below.  Any of our secured indebtedness will rank ahead of the debt securities to the extent of the assets securing such indebtedness.

We have no assets or operations.  Dycom Industries, Inc. is a holding company that conducts substantially all of its operations through its subsidiaries and none of its subsidiaries is obligated to make funds available to us for payment on the debt securities.  Accordingly, our ability to make payments on the debt securities is dependent on the earnings and the distribution or other payment of funds from Dycom Industries, Inc.’s subsidiaries.  The debt securities will be structurally subordinated in right of payment to all indebtedness and other liabilities and commitments (including trade payables and lease obligations) of Dycom Industries, Inc.’s subsidiaries.  Any right of Dycom Industries, Inc. to receive assets of any of its subsidiaries upon the subsidiary’s liquidation or reorganization will be structurally subordinated to the claims of that subsidiary’s creditors, except to the extent that Dycom Industries, Inc. is itself recognized as a creditor of the subsidiary, in which case the claims of Dycom Industries, Inc. would still be subordinate in right of payment to any security in the assets of the subsidiary and any indebtedness of the subsidiary senior to that held by Dycom Industries, Inc.  See “—Guarantees” below.

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The prospectus supplement relating to any series of our debt securities being offered will include specific terms relating to the offering.  These terms will include, among other terms, some or all of the following, as applicable:

· the title and series of such debt securities;

· the total principal amount of the series of debt securities and whether there shall be any limit upon the aggregate principal amount of such debt securities;

· the date or dates, or the method or methods, if any, by which such date or dates will be determined, on which the principal of the debt securities will be payable;

· the rate or rates at which such debt securities will bear interest, if any, which rate may be zero in the case of certain debt securities issued at an issue price representing a discount from the principal amount payable at maturity, or the method by which such rate or rates will be determined (including, if applicable, any remarketing option or similar method), and the date or dates from which such interest, if any, will accrue or the method by which such date or dates will be determined;

· the date or dates on which interest, if any, on such debt securities will be payable and any regular record dates applicable to the date or dates on which interest will be so payable;

· the place or places where the principal of or any premium or interest on such debt securities will be payable, where any of such debt securities that are issued in registered form may be surrendered for registration of or transfer or exchange, and where any such debt securities may be surrendered for conversion or exchange;

· if such debt securities are to be redeemable at our option, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such debt securities may be redeemed, in whole or in part, at our option;

· provisions specifying whether we will be obligated to redeem or purchase any of such debt securities pursuant to any sinking fund or analogous provision or at the option of any holder of such debt securities and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such debt securities will be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such debt securities so redeemed or purchased;

· if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which any debt securities to be issued in registered form will be issuable and, if other than a denomination of $5,000, the denominations in which any debt securities to be issued in bearer form will be issuable;

· provisions specifying whether the debt securities will be convertible into other securities of ours and/or exchangeable for securities of other issuers and, if so, the terms and conditions upon which such debt securities will be so convertible or exchangeable;

· if other than the principal amount, the portion of the principal amount (or the method by which such portion will be determined) of such debt securities that will be payable upon declaration of acceleration of the maturity thereof;

· if other than U.S. dollars, the currency of payment, including composite currencies, of the principal of and any premium or interest on any of such debt securities;

· provisions specifying whether the principal of and any premium or interest on such debt securities will be payable, at the election of us or a holder of debt securities, in a currency other than that in which such debt securities are stated to be payable and the date or dates on which, the period or periods within which, and the other terms and conditions upon which, such election may be made;

· any index, formula or other method used to determine the amount of payments of principal of, any premium or interest on such debt securities;

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· provisions specifying whether such debt securities are to be issued in the form of one or more global securities and, if so, the identity of the depositary for such global security or securities;

· provisions specifying whether such debt securities are senior debt securities or subordinated debt securities and, if subordinated debt securities, the specific subordination provisions applicable thereto;

· in the case of subordinated debt securities, provisions specifying the relative degree, if any, to which such subordinated debt securities of the series will be senior to or be subordinated in right of payment to other series of subordinated debt securities or other indebtedness of ours, as the case may be, whether such other series of subordinated debt securities or other indebtedness is outstanding or not;

· any deletions from, modifications of or additions to the events of default or covenants with respect to such debt securities;

· terms specifying whether the provisions described below under “—Satisfaction and Discharge” and “—Legal Defeasance and Covenant Defeasance” will be applicable to such debt securities;

· terms specifying whether any of such debt securities are to be issued upon the exercise of warrants, and the time, manner and place for such debt securities to be authenticated and delivered; and

· any other terms of such debt securities and any other deletions from or modifications or additions to the applicable indenture in respect of such debt securities.

We will have the ability under the indenture to “reopen” a previously issued series of debt securities and issue additional debt securities of that series or establish additional terms of that series.  We also are permitted to issue debt securities with the same terms as previously issued debt securities.

We may in the future issue debt securities other than the debt securities described in this prospectus.  There is no requirement that any other debt securities that we issue be issued under the indenture described in this prospectus.  Thus, any other debt securities that we may issue may be issued under other indentures or documentation containing provisions different from those included in the indenture or applicable to one or more issues of the debt securities described in this prospectus.

Guarantees

Each of the Guarantors will jointly and severally guarantee, on a senior basis, the due and punctual payment of all amounts payable under our senior debt securities, including principal, premium, if any, and interest.  Each of the Guarantors will jointly and severally guarantee, on a basis subordinated to the prior payment in full of all senior indebtedness of each such Guarantor, the due and punctual payment of all amounts payable under our subordinated debt securities, including principal, premium, if any, and interest.

The obligations of each of the Guarantors under its guarantee will be limited as necessary to prevent that guarantee from constituting a fraudulent conveyance under applicable law.  We cannot assure you that this limitation will protect the guarantees from fraudulent conveyance or fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the guarantees would suffice, if necessary, to pay the debt securities in full when due.  In a Florida bankruptcy case, this kind of provision was found to be unenforceable and, as a result, the subsidiary guarantees in that case were found to be fraudulent conveyances.  We do not know if that case will be followed if there is litigation relating to the validity and/or enforceability of the guarantees under the indenture.  However, if it is followed, the risk that the guarantees will be found to be fraudulent conveyances will be significantly increased.

A Guarantor may not sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving entity) another entity, other than us or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no default or event of default exists; and

(2) the entity acquiring the property in any such sale, assignment, transfer, conveyance, lease or other disposition or the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) assumes all the obligations of that Guarantor under the indenture and its guarantee pursuant to a supplemental indenture satisfactory to the trustee.

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The guarantee of a Guarantor will be automatically and unconditionally released:

(1) in connection with certain sales or other dispositions of all or substantially all of the assets of the Guarantor (other than Dycom Industries, Inc.);

(2) in connection with certain sales or other dispositions of the capital stock of the Guarantor (other than Dycom Industries, Inc.); or

(3) upon legal defeasance, covenant defeasance or satisfaction and discharge of the debt securities as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge.”

We may not be released from our guarantee under any circumstances, except in the event of legal or covenant defeasance of the debt securities or of satisfaction and discharge of the indenture or pursuant to a provision of the indenture which limits the liability under our guarantee in order to prevent a fraudulent conveyance.

Merger, Consolidation or Sale of Assets

(a) Dycom Industries, Inc. will not, directly or indirectly:  (1) consolidate or merge with or into another entity (whether or not Dycom Industries, Inc. is the surviving corporation); (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Dycom Industries, Inc. and its subsidiaries taken as a whole, in one or a series of related transactions, to another entity, or (3) permit any of the other Guarantors (whether or not such Guarantor is the surviving entity) to enter into any such transactions or a series of related transactions under clause (1) or (2) above which, in the aggregate, would result in a sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties and assets of Dycom Industries, Inc. and the other Guarantors taken as a whole, unless:

(1) either:  (a) Dycom Industries, Inc. or such other Guarantor is the surviving corporation; or (b) the entity formed by or surviving any such consolidation or merger (if other than Dycom Industries, Inc. or such other Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2) the entity formed by or surviving any such consolidation or merger (if other than Dycom Industries, Inc. or such other Guarantor) or the entity to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Dycom Industries, Inc. or such other Guarantor under the debt securities and the indenture pursuant to agreements reasonably satisfactory to the trustee; and

(3) immediately after such transaction, no default or event of default exists.

(b) We will not, directly or indirectly:  (1) consolidate or merge with or into another entity (whether or not we are the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of our properties or assets in one or a series of related transactions, to another entity, unless:

(1) either:  (a) we are the surviving corporation; or (b) the entity formed by or surviving any such consolidation or merger (if other than us) or to which such sale, assignment, transfer, conveyance or other disposition has been made is organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that in the case when such entity is not a corporation, a co-obligor of the debt securities is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2) the entity formed by or surviving any such consolidation or merger (if other than us) or the entity to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all our obligations under the debt securities and the indenture pursuant to agreements reasonably satisfactory to the trustee; and

(3) immediately after such transaction, no default or event of default exists.

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(c) This “Merger, Consolidation or Sale of Assets” covenant will not apply to:

(A) a merger of Dycom Industries, Inc. or us with an affiliate solely for the purpose of reincorporating Dycom Industries, Inc. or us in another jurisdiction; or

(B) any consolidation or merger or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Dycom Industries, Inc. or us and Dycom Industries, Inc.’s subsidiaries.

(d)  A supplemental indenture or the form of security for a particular series of debt securities may include additional conditions or changes to the “Merger, Consolidation or Sale of Assets” covenant described above.  The “Merger, Consolidation or Sale of Assets” covenant applicable to a particular series of debt securities will be discussed in the prospectus supplement relating to such series.

Additional Covenants

Any additional covenants applicable to a particular series of our debt securities will be discussed in the prospectus supplement relating to such series and will be included in a supplemental indenture or the form of security for such series.

Events of Default and Remedies

An “event of default” means any one of the following events that occurs with respect to a series of our debt securities issued under the indenture:

· failure to pay interest on any debt security of such series for 30 days after payment was due;

· failure to make the principal or any premium payment (whether at maturity, upon redemption or otherwise) on any debt security of such series when due;

· failure to make any sinking fund payment or analogous obligation when due in respect of any debt securities of such series;

· failure by us, Dycom Industries, Inc. or any of the other Guarantors to comply with any other agreements in the indenture and this failure continues for 60 days after Dycom Industries, Inc. receives written notice of it by the trustee or the holders of at least 25% in aggregate principal amount of the debt securities of a particular series voting as a single class (other than any failure to perform in respect of an agreement included in the indenture solely for the benefit of another series of debt securities);

· any default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by us, Dycom Industries, Inc. or any of the other Guarantors (or the payment of which is guaranteed by us, Dycom Industries, Inc. or any of the other Guarantors), if that default:  (a) is caused by a failure to make any payment on such indebtedness when due at final maturity of such indebtedness (a “payment default”); or (b) results in the acceleration of such indebtedness prior to its express maturity, and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $25.0 million or more;

· failure by us or Dycom Industries Inc. to pay final judgments entered by a court or courts of competent jurisdiction (to the extent any such judgments are not paid or covered by insurance provided by a reputable carrier) aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

· except as permitted in the indenture, any guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor denies or disaffirms its obligations under its guarantee, except to the extent contemplated by the indenture and any such guarantee; and

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· certain events of bankruptcy or insolvency with respect to us, Dycom Industries, Inc. or certain of its significant subsidiaries.

A supplemental indenture or the form of security for a particular series of debt securities may include additional events of default or changes to the events of default described above.  The events of default applicable to a particular series of debt securities will be discussed in the prospectus supplement relating to such series.  Other than as specified above, a default under our other indebtedness will not be a default under the indenture for the debt securities covered by this prospectus, and a default under one series of debt securities will not necessarily be a default under another series.

In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to Dycom Industries, Inc. or certain of its significant subsidiaries, all outstanding debt securities will become due and payable immediately without further action or notice.  If any other event of default with respect to outstanding debt securities of any series occurs and is continuing, then the trustee or the holders of at least 25% in principal amount of outstanding debt securities of that series then outstanding may declare all debt securities of that series to be due and payable immediately by notice in writing to us specifying the event of default.

The holders of a majority in aggregate principal amount of the then outstanding debt securities of a particular series by notice to the trustee may, on behalf of the holders of all of the debt securities of such particular series, rescind an acceleration or waive any existing default or event of default and its consequences under the indenture except a continuing default or event of default in the payment of principal, interest, premium, if any, or any sinking fund payment, if applicable, on any series of debt securities or a covenant or provision that cannot be modified or amended without the consent of each holder of outstanding securities of that series.

We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of the discount securities upon the occurrence of an event of default.

Holders of the debt securities may not enforce the indenture or the debt securities except as provided in the applicable indenture.  Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding debt securities of a particular series may direct the trustee in its exercise of any trust or power.  The trustee may withhold from holders of the debt securities notice of any default if it determines that withholding notices is in their interest, except for defaults relating to the payment of principal, interest, premium, if any, or any sinking fund payment, if applicable, on any series of debt securities.

Subject to the provisions of the indenture relating to the duties of the trustee, in case an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of the debt securities of a particular series unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense.  Except to enforce the right to receive payment of principal, interest, premium, if any, or any sinking fund payment, if applicable, on any series of debt securities when due, no holder of the debt securities may pursue any remedy with respect to the indenture or the debt securities unless:

· such holder has previously given the trustee notice that an event of default is continuing;

· holders of at least 25% in aggregate principal amount of the then outstanding debt securities of a particular series have requested the trustee to pursue the remedy;

· such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;

· the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

· holders of a majority in aggregate principal amount of the then outstanding debt securities of such series have not given the trustee a direction inconsistent with such request within such 60-day period.

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We are required to deliver to the trustee annually a statement regarding compliance with the indenture.  Within five business days of becoming aware of any default or event of default, we are required to deliver to the trustee a statement specifying such default or event of default.

Modification of Indenture

Except as provided in the next three succeeding paragraphs and as described in the prospectus supplement relating to a series of debt securities, the indenture, our debt securities and the guarantees may be amended or modified with the consent of the holders of at least a majority in aggregate principal amount of all outstanding debt securities which are affected by such amendment or modification, and any existing default or event of default or compliance with any provision of the indenture, the debt securities or the guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding debt securities of a particular series.

Without the consent of each holder of debt securities affected, an amendment, modification or waiver may not (with respect to any affected debt securities held by a non-consenting holder):

(1) reduce the principal amount of debt securities whose holders must consent to an amendment, modification or waiver;

(2) reduce the principal of or change the fixed maturity of any debt securities or alter the provisions with respect to the redemption of any debt securities;

(3) reduce the rate of or change the time for payment of interest on any debt securities;

(4) waive a default or event of default in the payment of principal of, or interest or premium, if any, on any debt securities (except a rescission of acceleration of the debt securities by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of a particular series and a waiver of the payment default that resulted from such acceleration);

(5) make any debt security payable in money other than that stated in such debt securities;

(6) impair the right to institute suit for the enforcement of any payment on or with respect to any debt securities or the related guarantees;

(7) waive a redemption payment with respect to any debt securities;

(8) release any Guarantor from any of its obligations under its guarantee or the indenture, except in accordance with the terms of the indenture; or

(9) make any change in the preceding amendment and waiver provisions.

In addition, any amendment or modification to, or waiver of, the provisions of the indenture relating to subordination of the debt securities and the guarantees that adversely affects the rights of the holders of the debt securities will require the consent of the holders of at least 75% in aggregate principal amount of affected debt securities then outstanding.

Notwithstanding the preceding, without the consent of any holder of debt securities, we, the Guarantors and the trustee may amend or modify the indenture, the debt securities or the guarantees:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated debt securities in addition to or in place of certificated debt securities;

(3) to make any change that would provide any additional rights or benefits to the holders of debt securities or that does not materially adversely affect the legal rights under the indenture of any such holder;

(4) to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

(5) to conform the text of the indenture, the guarantees or the debt securities to any provision of this prospectus or to the prospectus supplement relating to the debt securities of any series to the extent that such provision in the prospectus or the prospectus supplement was intended to be a verbatim recitation of a provision of the indenture, the guarantees or the debt securities;

(6) to release a Guarantor from its obligations under its guarantee or the indenture in accordance with the applicable provisions of the indenture;

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(7) to secure any debt securities and/or any guarantees ;

(8) to evidence and provide for the acceptance of appointment by a successor trustee; or

(9) to allow any Guarantor to execute a supplemental indenture and/or a guarantee with respect to the debt securities.

In computing whether the holders of the requisite principal amount of outstanding debt securities have taken action under an indenture or supplemental indenture:

· for an original issue discount security, we will use the amount of the principal that would be due and payable as of that date, as if the maturity of the debt had been accelerated due to a default; and

· for a debt security denominated in a foreign currency or currencies, we will use the U.S. dollar equivalent of the outstanding principal amount as of that date, using the exchange rate in effect on the date of original issuance of the debt security.

Subordination

The extent to which a particular series of our subordinated debt securities may be subordinated to our unsecured and unsubordinated indebtedness will be set forth in the prospectus supplement for any such series and any indenture may be modified by a supplemental indenture to reflect such subordination provisions.

Payment and Transfer

Unless otherwise specified in the related prospectus supplement, we will pay principal, interest and any premium on fully registered securities at the place or places designated by us for such purposes.  We will make payment to the persons in whose names the debt securities are registered at the close of business on the day or days specified by us.  Any other payments will be made as set forth in the applicable prospectus supplement.

All paying agents initially designated by us with respect to payments on the debt securities will be named in the related prospectus supplement.  We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place where the principal of and any premium or interest on any debt securities are payable.

Unless otherwise provided in the related prospectus supplement, holders may transfer or exchange debt securities at the corporate trust office of the trustee or at any other office or agency maintained by us for such purposes.  We will not charge a service fee for any transfer or exchange of certificated securities, but we may require payment of a sum sufficient to cover any stamp tax or other governmental charge and any other reasonable expenses (including fees and expenses of the trustee) that we are required to pay in connection with a transfer or exchange.

You may effect the transfer of certificated securities and the right to receive the principal, premium and interest on certificated securities only by surrendering the certificate representing those certificated securities and either reissuance by us or the trustee of the certificate to the new holder or the issuance by us or the trustee of a new certificate to the new holder.

We are not required to:

· register the transfer of or exchange securities of any series during a period beginning at the opening of business 15 days before the day we transmit a notice of redemption of securities of the series selected for redemption and ending at the close of business on the day of the transmission; or

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· register the transfer of or exchange any security so selected for redemption in whole or in part, except the unredeemed portion of any security being redeemed in part.

All transfer agents initially designated by us will be named in the related prospectus supplement.  We may at any time rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place where the principal of and any premium or interest on any debt securities are payable.

We have initially appointed the trustee as security registrar, transfer agent and paying agent for the debt securities.

Global Securities

We may issue the global securities in either registered or bearer form, in either temporary or permanent form.  Where any debt securities of any series are issued in bearer form, the restrictions and considerations applicable to such debt securities and with respect to the payment, transfer and exchange of such debt securities will be described in the related prospectus supplement.  Debt securities that are represented in whole or in part by one or more global securities will be registered in the name of a depositary or its nominee identified in the applicable prospectus supplement, and such global securities will be deposited with, or on behalf of, the depositary.  The applicable prospectus supplement will describe the specific terms of the depositary arrangement with respect to the applicable securities of that series.  We anticipate that the following provisions will apply to all depositary arrangements.

Once a global security is issued, the depositary will credit on its book-entry system the respective principal amounts of the individual securities represented by that global security to the accounts of institutions that have accounts with the depositary.  These institutions are known as participants.  The underwriters for the securities will designate the accounts to be credited.  However, if we have offered or sold the securities either directly or through agents, we or the agents will designate the appropriate accounts to be credited.

Ownership of beneficial interest in a global security will be limited to participants or persons that may hold beneficial interests through participants.  Ownership of beneficial interest in a global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary’s participants or persons that hold through participants.  The laws of some states require that certain purchasers of securities take physical delivery of securities.  Such limits and such laws may limit the market for beneficial interests in a global security.

So long as the depositary for a global security, or its nominee, is the registered owner of a global security, the depositary or nominee will be considered the sole owner or holder of the securities represented by the global security for all purposes under the indenture.  Except as provided in the applicable prospectus supplement, owners of beneficial interests in a global security:

· will not be entitled to have securities represented by global securities registered in their names;

· will not receive or be entitled to receive physical delivery of securities in definitive form; and

· will not be considered owners or holders of these securities under the indenture.

Payments of principal, any premium and interest on the individual securities registered in the name of the depositary or its nominee will be made to the depositary or its nominee as the holder of that global security.  Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a global security, or for maintaining, supervising or reviewing any records relating to beneficial ownership interests, and each of us and the trustee may act or refrain from acting without liability on any information provided by the depositary.

We expect that the depositary, after receiving any payment of principal, any premium or interest in respect of a global security, will immediately credit the accounts of the participants with payment in amounts proportionate to their respective holdings in principal amount of beneficial interest in a global security as shown on the records of the depositary.  We also expect that payments by participants to owners of beneficial interests in a global security will be governed by standing customer instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participants.

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Debt securities represented by a global security will be exchangeable for debt securities in definitive form of like tenor in authorized denominations only if the depositary notifies us that it is unwilling or unable to continue as the depositary and a successor depositary is not appointed by us within 90 days or we, in our discretion, determine not to require all of the debt securities of a series to be represented by a global security and notify the trustee of our decision.

Legal Defeasance and Covenant Defeasance

We may at any time, at the option of our board of directors evidenced by a resolution set forth in an officers’ certificate, elect to have all of our obligations discharged with respect to the outstanding debt securities of such series and all obligations of the Guarantors discharged with respect to their related guarantees (which we refer to in this prospectus as “legal defeasance”) except for:

· the rights of holders of outstanding debt securities to receive payments in respect of the principal of, or interest or premium on such debt securities when such payments are due from the trust referred to below;

· our obligations with respect to the debt securities concerning issuing temporary debt securities, registration of debt securities, mutilated, destroyed, lost or stolen debt securities and the maintenance of an office or agency for payment and money for security payments held in trust;

· the rights, powers, trusts, duties and immunities of the trustee, and our and the Guarantors’ obligations in connection therewith; and

· the legal defeasance and covenant defeasance (as defined below) provisions of the indenture.

In addition, we may, at our option and at any time, elect to have our and the Guarantors’ obligations released with respect to certain restrictive covenants of debt securities of such series and all obligations of the Guarantors with respect to the guarantees discharged (which we refer to in this prospectus as “covenant defeasance”), and thereafter any failure to comply with those covenants and obligations will not constitute a default or event of default with respect to the debt securities of such series or the related guarantees.  In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “—Events of Default and Remedies” will no longer constitute an event of default with respect to the debt securities of such series and the related guarantees.

In order to exercise either legal defeasance or covenant defeasance:

· we must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the debt securities of the series, cash in U.S. dollars or in the foreign currency in which such debt securities are payable at stated maturity, non-callable government securities, or a combination of both, in amounts sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding debt securities on the stated date for payment thereof and we must specify whether the debt securities are being defeased to such stated date for payment or to a particular redemption date, if applicable;

· in the case of legal defeasance, we must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) we have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;

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· in the case of covenant defeasance, we must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

· no default or event of default with respect to the debt securities to be defeased has occurred and is continuing on the date of such deposit (other than a default or event of default resulting from the borrowing of funds to be applied to such deposit);

· such legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) to which Dycom Industries, Inc. or any of its subsidiaries is a party or by which Dycom Industries, Inc. or any of its subsidiaries is bound;

· we must deliver to the trustee an officers’ certificate stating that the deposit was not made by us with the intent of preferring the holders of debt securities over the other creditors of ours with the intent of defeating, hindering, delaying or defrauding creditors of ours or others; and

· we must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the legal defeasance or the covenant defeasance have been complied with.

Satisfaction and Discharge

We may discharge certain obligations to the holders of any debt securities of any series that have not already been delivered to the trustee for cancellation and that either have become due and payable or will become due and payable within one year (or scheduled for redemption within one year) if we deposit with the trustee, in trust, funds in the currency in which such debt securities are payable in an amount sufficient to pay the entire indebtedness on debt securities of such series with respect to principal and any premium and interest to the date of such deposit (if such debt securities have then become due and payable) or to the maturity date of such debt securities, as the case may be.

Concerning the Trustee

At all times, the trustee must be organized and doing business under the laws of the United States, any state thereof or the District of Columbia, and must comply with all applicable requirements under the Trust Indenture Act.

The trustee may resign at any time by giving us written notice or may be removed:

· by act of the holders of a majority in principal amount of a series of outstanding debt securities; or

· if it (i) fails to comply with the obligations imposed upon it under the Trust Indenture Act; (ii) is not organized and doing business under the laws of the United States, any state thereof or the District of Columbia; (iii) becomes incapable of acting as trustee; or (iv) or a court takes certain actions relating to bankruptcy, insolvency or reorganization.

If the trustee resigns, is removed or becomes incapable of acting, or if a vacancy occurs in the office of the trustee for any cause, we, by or pursuant to a board resolution, will promptly appoint a successor trustee or trustees with respect to the debt securities of such series.  We will give written notice to holders of the relevant series of debt securities, of each resignation and each removal of the trustee with respect to the debt securities of such series and each appointment of a successor trustee.  Upon the appointment of any successor trustee, we, the retiring trustee and such successor trustee, will execute and deliver a supplemental indenture in which each successor trustee will accept such appointment and which will contain such provisions as necessary or desirable to transfer to such successor trustee all the rights, powers, trusts and duties of the retiring trustee with respect to the relevant series of debt securities.

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If the trustee becomes a creditor of us or any Guarantor, the indenture limits the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise.  The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign.

The holders of a majority in aggregate principal amount of the then outstanding debt securities will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions.  The indenture provides that in case an event of default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs.  Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of the debt securities, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

New York Law to Govern

The indenture will be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in that state.

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DESCRIPTION OF CAPITAL STOCK

This section contains a description of our capital stock.  The following summary of the terms of our capital stock is not meant to be complete and is qualified by reference to our certificate of incorporation, as amended, and our by-laws, as amended, which are incorporated by reference as exhibits into the registration statement of which this prospectus is a part.

We have authorized the issuance of 150,000,000 shares of common stock, $0.33 1/3 par value, and 1,000,000 shares of preferred stock, $1.00 par value share.

Common Stock

On September 4, 2014, there were 34,000,148 outstanding shares of common stock held by 554 stockholders of record.

The holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders.  Holders of common stock do not have cumulative voting rights.  Therefore, holders of more than 50% of the shares of common stock are able to elect all of our directors eligible for election in a given year.  The holders of common stock are entitled to dividends and other distributions out of assets legally available if and when declared by the board of directors.  Upon our liquidation, dissolution or winding up, the holders of common stock are entitled to share pro rata in the distribution of all of our assets remaining available for distribution after satisfaction of all liabilities, including any prior rights of any preferred stock which may be outstanding.  There are no redemption or sinking fund provisions applicable to the common stock.

The transfer agent and registrar for the common stock is American Stock Transfer & Trust Company, New York, New York.

Preferred Stock

There are no shares of preferred stock outstanding.  Series of the preferred stock may be created and issued from time to time by our board of directors, with such rights and preferences as they may determine.

Anti-takeover Provisions

We have agreements with certain of our executive officers which provide for substantial compensation (in general terms, continuation of twelve months the officer’s base salary and vesting of all equity-based awards awarded to the officer pursuant to any of our long-term incentive plans), upon our termination of the officer’s employment without cause or the officer’s resignation of his employment for good reason on or prior to the second anniversary following the consummation of a change of control in our company.  A change of control is defined as any person’s acquisition of more than 20% of our outstanding securities, the sale or transfer of substantially all of our assets to someone other than one of our wholly-owned subsidiaries, or a change of control of the board of directors.

Our articles of incorporation provide that the board of directors is divided into three classes, as nearly equal in number as possible, with one class of directors being elected each year for a three-year term.  The classification of the board may have the effect of delaying a change in a majority of the members of our board of directors.

Our articles of incorporation require approval of 80% of the outstanding shares of our capital stock entitled to vote in elections of directors for any merger with or into another corporation or any sale or transfer of all or a substantial part of our assets to, or any sale or transfer to us or any subsidiary in exchange for our securities or any assets (except assets valued at less than $1,000,000) of, any other corporation or person, if at the time such other corporation or person is the beneficial owner, or is affiliated with the beneficial owner, of more than 20% of the outstanding shares of our capital stock entitled to vote in elections of directors. This requirement is not applicable to any such transaction with another corporation which was approved by our board of directors prior to the time that such other corporation became a holder of more than 20% of the outstanding shares of our capital stock.

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The Florida Business Corporation Act contains provisions eliminating the voting rights of “control shares,” which are defined as shares which give any person, directly or indirectly, ownership of, or the power to direct the exercise of voting power with respect to, 20% or more of the outstanding voting power of an “issuing public corporation.”  A corporation is an issuing public corporation if it has at least 100 shareholders, its principal place of business, principal office or substantial assets are in Florida and either more than 10% of its shareholders reside in Florida, more than 10% of its shares are owned by Florida residents or 1,000 shareholders reside in Florida.  The voting rights of control shares are not eliminated if the articles of incorporation or the bylaws of the corporation prior to the acquisition provide that the statute does not apply.  Voting rights are restored to control shares if, subsequent to their acquisition, the corporation’s shareholders (other than the holder of control shares, officers of the corporation and employee directors) vote to restore such voting rights.

The Florida Business Corporation Act also restricts “affiliated transactions” (mergers, consolidations, transfers of assets and other transactions) between “interested shareholders” (the beneficial owners of 10% or more of the corporation’s outstanding shares) and the corporation or any subsidiary.  Affiliated transactions must be approved by two-thirds of the voting shares not beneficially owned by the interested shareholder or by a majority of the corporation’s “disinterested” directors.  The statutory restrictions do not apply if the corporation has had fewer than 300 shareholders of record for three years, the interested shareholder has owned at least 80% of the outstanding shares for five years, the interested shareholder owns at least 90% of the corporation’s outstanding voting shares, or certain consideration is paid to all shareholders.

The provisions of our articles and by-laws and the change of control agreements and the application of the anti-takeover provisions of the Florida Business Corporation Act could have the effect of discouraging, delaying or preventing a change of control not approved by the board of directors which could affect the market price of our common stock.

Indemnification

Our by-laws require us to indemnify each of our directors and officers to the fullest extent permitted by law and limits the liability of our directors and stockholders for monetary damages in certain circumstances.

The provisions of the Florida Business Corporation Act that allow such indemnification do not eliminate the duty of care of a director and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available.  In addition, each director continues to be subject to liability for (a) criminal violations, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful, (b) deriving an improper personal benefit from a transaction, (c) voting for or assenting to an unlawful distribution, and (d) willful misconduct or a conscious disregard for our best interests in a proceeding by or on our behalf or in a proceeding by or on behalf of a shareholder. The statute does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

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DESCRIPTION OF DEPOSITARY SHARES

General

We may elect to offer fractional shares of preferred stock rather than full shares of preferred stock.  In that event, we will issue receipts for depositary shares, and each of these depositary shares will represent a fraction (to be set forth in the applicable prospectus supplement) of a share of a particular series of preferred stock.

The shares of any series of preferred stock underlying the depositary shares will be deposited under a deposit agreement between us and a bank or trust company selected by us.  The depositary will have its principal office in the United States and a combined capital and surplus of at least $50,000,000.

Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, in proportion to the applicable fraction of a share of preferred stock underlying the depositary share, to all the rights and preferences of the preferred stock underlying that depositary share.  Those rights may include dividend, voting, redemption, conversion and liquidation rights.

The depositary shares will be evidenced by depositary receipts issued under a deposit agreement.  Depositary receipts will be distributed to those persons purchasing the fractional shares of preferred stock underlying the depositary shares, in accordance with the terms of the offering.  The following description of the material terms of the deposit agreement, the depositary shares and the depositary receipts is only a summary, and you should refer to the forms of the deposit agreement and depositary receipts that will be filed with the SEC in connection with the offering of the specific depositary shares for more complete information.

Pending the preparation of definitive engraved depositary receipts, the depositary may, upon our written order, issue temporary depositary receipts substantially identical to the definitive depositary receipts but not in definitive form.  These temporary depositary receipts entitle their holders to all the rights of definitive depositary receipts.  Temporary depositary receipts will then be exchangeable for definitive depositary receipts at our expense.

Dividends and Other Distributions

The depositary will distribute all cash dividends or other cash distributions received with respect to the underlying stock to the record holders of depositary shares in proportion to the number of depositary shares owned by those holders.

If there is a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary shares that are entitled to receive the distribution, unless the depositary determines that it is not feasible to make the distribution.  If this occurs, the depositary may, with our approval, sell the property and distribute the net proceeds from the sale to the applicable holders.

Withdrawal of Underlying Preferred Stock

Unless we say otherwise in a prospectus supplement, holders may surrender depositary receipts at the principal office of the depositary and, upon payment of any unpaid amount due to the depositary, be entitled to receive the number of whole shares of underlying preferred stock and all money and other property represented by the related depositary shares.  We will not issue any partial shares of preferred stock.  If the holder delivers depositary receipts evidencing a number of depositary shares that represent more than a whole number of shares of preferred stock, the depositary will issue a new depositary receipt evidencing the excess number of depositary shares to that holder.

Redemption of Depositary Shares

If a series of preferred stock represented by depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption, in whole or in part, of that series of underlying stock held by the depositary.  The redemption price per depositary share will be equal to the applicable fraction of the redemption price per share payable with respect to that series of underlying stock.  Whenever we redeem shares of underlying stock that are held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the shares of underlying stock so redeemed.  If fewer than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or proportionately or by other equitable method, as may be determined by the depositary.

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Voting

Upon receipt of notice of any meeting at which the holders of the underlying stock are entitled to vote, the depositary will mail the information contained in the notice to the record holders of the depositary shares underlying the preferred stock.  Each record holder of the depositary shares on the record date (which will be the same date as the record date for the underlying stock) will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of the underlying stock represented by that holder’s depositary shares.  The depositary will then try, as far as practicable, to vote the number of shares of preferred stock underlying those depositary shares in accordance with those instructions, and we will agree to take all reasonable actions which may be deemed necessary by the depositary to enable the depositary to do so.  The depositary will not vote the underlying shares to the extent it does not receive specific instructions with respect to the depositary shares representing the preferred stock.

Conversion or Exchange of Preferred Stock

If the deposited preferred stock is convertible into or exchangeable for other securities, the following will apply.  The depositary shares, as such, will not be convertible into or exchangeable for such other securities.  Rather, any holder of the depositary shares may surrender the related depositary receipts, together with any amounts payable by the holder in connection with the conversion or the exchange, to the depositary with written instructions to cause conversion or exchange of the preferred stock represented by the depositary shares into or for such other securities.  If only some of the depositary shares are to be converted or exchanged, a new depositary receipt or receipts will be issued for any depositary shares not to be converted or exchanged.

Amendment and Termination of the Deposit Agreement

The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may at any time be amended by agreement between us and the depositary.  However, any amendment which materially and adversely alters the rights of the holders of depositary shares will not be effective unless the amendment has been approved by the holders of at least a majority of the depositary shares then outstanding.  The deposit agreement may be terminated by us upon not less than 60 days’ notice whereupon the depositary shall deliver or make available to each holder of depositary shares, upon surrender of the depositary receipts held by such holder, the number of whole or fractional shares of preferred stock represented by such receipts.  The deposit agreement will automatically terminate if (a) all outstanding depositary shares have been redeemed or converted into or exchanged for any other securities into or for which the underlying preferred stock are convertible or exchangeable or (b) there has been a final distribution of the underlying stock in connection with our liquidation, dissolution or winding up and the underlying stock has been distributed to the holders of depositary receipts.

Charges of Depositary

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements.  We will also pay charges of the depositary in connection with its duties in accordance with the deposit agreement.  Holders of depositary receipts will pay transfer and other taxes and governmental and other charges, including a fee for any permitted withdrawal of shares of underlying stock upon surrender of depositary receipts, as are expressly provided in the deposit agreement to be for their accounts.

Reports

The depositary will forward to holders of depositary receipts all reports and communications from us that we deliver to the depositary and that we are required to furnish to the holders of the underlying stock.

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Limitation on Liability

Neither we nor the depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond our control in performing our respective obligations under the deposit agreement.  Our obligations and those of the depositary will be limited to performance in good faith of our respective duties under the deposit agreement.  Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or underlying stock unless satisfactory indemnity is furnished.  We and the depositary may rely upon written advice of counsel or accountants, or upon information provided by persons presenting underlying stock for deposit, holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.

In the event the depositary receives conflicting claims, requests or instructions from any holders of depositary shares, on the one hand, and us, on the other, the depositary will act on our claims, requests or instructions.

Resignation and Removal of Depositary

The depositary may resign at any time by delivering notice to us of its election to resign.  We may remove the depositary at any time.  Any resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of the appointment.  The successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.

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DESCRIPTION OF WARRANTS

The following is a general description of the terms of the warrants we may issue from time to time.  This description is subject to the detailed provisions of a warrant agreement to be entered into between us and a warrant agent we select at the time of issue and the description in the prospectus supplement relating to the applicable series of warrants.

General

We may issue warrants to purchase debt securities, preferred stock, depositary shares, common stock or any combination thereof.  Such warrants may be issued independently or together with any such securities and may be attached or separate from such securities.  We may issue each series of warrants under a separate warrant agreement to be entered into between a warrant agent and us.  The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.

A prospectus supplement will describe the particular terms of any series of warrants we may issue, including the following:

· the title of such warrants;

· the aggregate number of such warrants;

· the price or prices at which such warrants will be issued;

· the currency or currencies, including composite currencies, in which the price of such warrants may be payable;

· the designation and terms of the securities purchasable upon exercise of such warrants and the number of such securities issuable upon exercise of such warrants;

· the price at which and the currency or currencies, including composite currencies, in which the securities purchasable upon exercise of such warrants may be purchased;

· the date on which the right to exercise such warrants shall commence and the date on which such right will expire;

· whether such warrants will be issued in registered form or bearer form;

· if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;

· if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;

· if applicable, the date on and after which such warrants and the related securities will be separately transferable;

· information with respect to book-entry procedures, if any;

· if applicable, a discussion of certain U.S. federal income tax considerations; and

· any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.

Amendments and Supplements to Warrant Agreement

We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.

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DESCRIPTION OF SECURITIES PURCHASE CONTRACTS

AND SECURITIES PURCHASE UNITS

The following is a general description of the terms of the securities purchase contracts and securities purchase units we may issue from time to time.

The applicable prospectus supplement will describe the terms of any securities purchase contracts or securities purchase units and, if applicable, prepaid securities purchase contracts.  The description in the prospectus supplement will be qualified in its entirety by reference to (1) the securities purchase contracts, (2) the collateral arrangements and depositary arrangements, if applicable, relating to such securities purchase contracts or securities purchase units and (3) if applicable, the prepaid securities purchase contracts and the document pursuant to which such prepaid securities purchase contracts will be issued.

Stock Purchase Contracts and Stock Purchase Units

We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and obligating us to sell to holders, a fixed or varying number of common stock, preferred stock or depositary shares at a future date or dates.  The consideration per share of common stock, preferred stock or depositary shares may be fixed at the time that the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts.  Any stock purchase contract may include anti-dilution provisions to adjust the number of shares issuable pursuant to such stock purchase contract upon the occurrence of certain events.

The stock purchase contracts may be issued separately or as a part of units (“stock purchase units”), consisting of a stock purchase contract and debt securities, preferred securities or debt or equity obligations of third parties, including U.S.  Treasury securities, in each case securing holders’ obligations to purchase common stock, preferred stock or depositary shares under the stock purchase contracts.  The stock purchase contracts may require us to make periodic payments to holders of the stock purchase units, or vice versa, and such payments may be unsecured or prefunded and may be paid on a current or on a deferred basis.  The stock purchase contracts may require holders to secure their obligations thereunder in a specified manner and in certain circumstances we may deliver newly issued prepaid stock purchase contracts upon release to a holder of any collateral securing such holder’s obligations under the original stock purchase contract.  Any one or more of the above securities, common stock or the stock purchase contracts or other collateral may be pledged as security for the holders’ obligations to purchase or sell, as the case may be, the common stock, preferred stock or depositary shares under the stock purchase contracts.  The stock purchase contracts may also allow the holders, under certain circumstances, to obtain the release of the security for their obligations under such contracts by depositing with the collateral agent as substitute collateral treasury securities with a principal amount at maturity equal to the collateral so released or the maximum number of shares deliverable by such holders under stock purchase contracts requiring the holders to sell common stock, preferred stock or depositary shares to us.

Debt Purchase Contracts and Debt Purchase Units

We may issue debt purchase contracts, including contracts obligating holders to purchase from us, and obligating us to sell to holders, a fixed or varying number of debt at a future date or dates.  The purchase price and the interest rate may be fixed at the time the debt purchase contracts are issued or may be determined by reference to a specific formula set forth in the debt purchase contracts.

The debt purchase contracts may be issued separately or as a part of units (“debt purchase units”), consisting of a debt purchase contract and debt securities, preferred securities or debt or equity obligations of third parties, including U.S.  Treasury securities, in each case securing holders’ obligations to purchase debt securities under the debt purchase contracts.  The debt purchase contracts may require us to make periodic payments to holders of the debt purchase units, or vice versa, and such payments may be unsecured or prefunded and may be paid on a current or on a deferred basis.  The debt purchase contracts may require holders to secure their obligations thereunder in a specified manner and in certain circumstances we may deliver newly issued prepaid debt purchase contracts upon release to a holder of any collateral securing such holder’s obligations under the original debt purchase contract.  Any one or more of the above securities, common stock or the debt purchase contracts or other collateral may be pledged as security for the holders’ obligations to purchase or sell the debt securities under the debt purchase contracts. 

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The debt purchase contracts may also allow the holders, under certain circumstances, to obtain the release of the security for their obligations under such contracts by depositing with the collateral agent as substitute collateral treasury securities with a principal amount at maturity equal to the collateral so released or the maximum aggregate principal amount of debt securities deliverable by such holders under debt purchase contracts requiring the holders to sell debt securities to us.

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PLAN OF DISTRIBUTION

We may sell the securities covered by this prospectus in any of the following three ways (or in any combination):

· through underwriters, dealers or remarketing firms;

· directly to one or more purchasers, including to a limited number of institutional purchasers; or

· through agents.

Any such dealer or agent, in addition to any underwriter, may be deemed to be an underwriter within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).  Any discounts or commissions received by an underwriter, dealer, remarketing firm or agent on the sale or resale of securities may be considered by the SEC to be underwriting discounts and commissions under the Securities Act.

In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions.  If the applicable prospectus supplement indicates, in connection with such a transaction, the third parties may, pursuant to this prospectus and the applicable prospectus supplement, sell securities covered by this prospectus and the applicable prospectus supplement.  If so, the third party may use securities borrowed from us or others to settle such sales and may use securities received from us to close out any related short positions.  We may also loan or pledge securities covered by this prospectus and the applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement.

The terms of the offering of the securities with respect to which this prospectus is being delivered will be set forth in the applicable prospectus supplement and will include, among other things:

· the type of and terms of the securities offered;

· the price of the securities;

· the proceeds to us from the sale of the securities;

· the names of the securities exchanges, if any, on which the securities are listed;

· the name of any underwriter, dealer, remarketing firm or agent and the amount of securities underwritten or purchased by each of them;

· any over-allotment options under which underwriters may purchase additional securities from us;

· any underwriting discounts, agency fees or other compensation to underwriters or agents; and

· any discounts or concessions which may be allowed or reallowed or paid to dealers.

If underwriters are used in the sale of securities, such securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale.  The securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more underwriters acting alone.  Unless otherwise set forth in the applicable prospectus supplement, the obligations of the underwriters to purchase the securities described in the applicable prospectus supplement will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all such securities if any are purchased by them.  Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

If dealers acting as principals are used in the sale of any securities, such securities will be acquired by the dealers, as principals, and may be resold from time to time in one or more transactions at varying prices to be determined by the dealer at the time of resale.  The name of any dealer and the terms of the transaction will be set forth in the prospectus supplement with respect to the securities being offered.

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Securities may also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more firms, which we refer to herein as the “remarketing firms,” acting as principals for their own accounts or as our agents, as applicable.  Any remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will be described in the applicable prospectus supplement.  Remarketing firms may be deemed to be underwriters, as that term is defined in the Securities Act in connection with the securities remarketed thereby.

The securities may be sold directly by us or through agents designated by us from time to time.  In the case of securities sold directly by us, no underwriters or agents would be involved.  Any agents involved in the offer or sale of the securities in respect of which this prospectus is being delivered, and any commissions payable by us to such agents, will be set forth in the applicable prospectus supplement.  Unless otherwise indicated in the applicable prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment.

We may authorize agents, underwriters or dealers to solicit offers by certain specified institutions to purchase the securities to which this prospectus and the applicable prospectus supplement relates from us at the public offering price set forth in the applicable prospectus supplement, plus, if applicable, accrued interest, pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future.  Such contracts will be subject only to those conditions set forth in the applicable prospectus supplement, and the applicable prospectus supplement will set forth the commission payable for solicitation of such contracts.

Agents, dealers, underwriters and remarketing firms may be entitled, under agreements entered into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution to payments they may be required to make in respect thereof.  Agents, dealers, underwriters and remarketing firms may be customers of, engage in transactions with, or perform services for us or our subsidiaries in the ordinary course of business.

Unless otherwise indicated in the applicable prospectus supplement, all securities offered by this prospectus, other than our common stock that is listed on the New York Stock Exchange, will be new issues with no established trading market.  We may elect to list any series of securities on an exchange, and, in the case of our common stock, on any additional exchange, but, unless otherwise specified in the applicable prospectus supplement, we shall not be obligated to do so.  In addition, underwriters will not be obligated to make a market in any securities.  No assurance can be given regarding the activity of trading in, or liquidity of, any securities.

Any underwriter may engage in over-allotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.  Over-allotment involves sales in excess of the offering size, which create a short position.  Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.  Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions.  Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions.  Those activities may cause the price of the securities to be higher than it would otherwise be.  If commenced, the underwriters may discontinue any of the activities at any time.

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LEGAL MATTERS

Unless otherwise indicated in a supplement to this prospectus, the validity of the securities other than the common stock and the preferred stock will be passed upon for us by Shearman & Sterling LLP, New York, New York. Unless otherwise indicated in a supplement to this prospectus, the validity of the common stock and the preferred stock will be passed upon for us by Akerman LLP, Miami, Florida.

EXPERTS

The consolidated financial statements incorporated in this Prospectus by reference from the Company’s Annual Report on Form 10-K, and the effectiveness of Dycom Industries, Inc. and subsidiaries’ internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

The estimated expenses payable by the registrant in connection with the offering described in this Registration Statement are as follows:

SEC registration fee	$	*
Trustee’s fees and expenses		**
Legal fees and expenses		**
Accounting fees and expenses		**
Printing and engraving expenses		**
Miscellaneous expenses		**
Total	$	**

*  Applicable SEC registration fees have been deferred in accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended, and are not estimable at this time.

**  These fees and expenses depend on the securities offered and the number of issuances and accordingly cannot be estimated at this time.

Item 15.  Indemnification of Directors and Officers.

Delaware. Section 145(a) of the General Corporation Law of the State of Delaware, or the Delaware Corporation Law, provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because the person is or was a director or officer of the corporation. Such indemnity may be against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the person did not have reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the Delaware Corporation Law provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director or officer of the corporation, against any expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation.

Section 145(g) of the Delaware Corporation Law provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against the person in any such capacity, or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of the law. he corporation would have the power to indemnify the person against such liability under the provisions of the law.

Florida.  Section 607.0850(1) of the Florida Business Corporation Act (“FBCA”) provides that a Florida corporation, such as Dycom Industries, Inc., shall have the power to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that he is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

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Section 607.0850(2) of the FBCA provides that a Florida corporation shall have the power to indemnify any person, who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof.  Such indemnification shall be authorized if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made under this subsection in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 607.0850 of the FBCA further provides that: (i) to the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any proceeding referred to in 607.0850(1) or 607.0850(2), or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses actually and reasonably incurred by him or her in connection therewith; (ii) indemnification and advancement of expenses provided pursuant to Section 607.0850 is not exclusive; and (iii) the corporation shall have the power to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 607.0850.

Notwithstanding the foregoing, Section 607.0850 of the FBCA provides that indemnification or advancement of expenses shall not be made to or on behalf of any director or officer if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute:  (i) a violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (ii) a transaction from which the director or officer derived an improper personal benefit; (iii) in the case of a director, a circumstance under which the liability provisions regarding unlawful distributions are applicable; or (iv) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

Section 607.0831 of the FBCA provides that a director of a Florida corporation, such as Dycom Industries, Inc., is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision, or failure to act, regarding corporate management or policy, by a director, unless:  (i) the director breached or failed to perform his or her duties as a director; and (ii) the director’s breach of, or failure to perform, those duties constitutes:  (A) a violation of criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (B) a transaction from which the director derived an improper personal benefit, either directly or indirectly; (C) a circumstance under which the liability provisions regarding unlawful distributions are applicable; (D) in a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful misconduct; or (E) in a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.

Arizona.  Section 10-850 et seq. of Arizona Revised Statutes (“A.R.S.”) provides that a corporation may indemnify an individual made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (a “proceeding”) because either (a) the individual is or was a director and the individual’s conduct was in good faith and the individual (i) in the case of conduct in an official capacity with the corporation, reasonably believed that the conduct was in the corporation’s best interests, (ii) in all other cases, reasonably believed that the conduct was at least not opposed to the corporation’s best interests, or (iii) in the case of any criminal proceedings, had no reasonable cause to believe the conduct was unlawful; or (b) the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.

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Unless limited by the articles of incorporation, a corporation must indemnify (“mandatory indemnification”) a director who (a) was the prevailing party, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding; or (b) was not an officer, employee or holder of more than five per cent of the outstanding shares of any class of stock of the corporation or of any affiliate of the corporation (“outside director”).

Indemnification in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. A corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or in connection with any other proceeding charging improper financial benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that financial benefit was improperly received by the director. A corporation may not provide the mandatory indemnification or advancement of expenses for outside directors, if before payment, the outside director was adjudged to have failed to meet the relevant standards and a court of competent jurisdiction does not otherwise authorize payment.

Section 10-856 of A.R.S. provides that, in addition to the indemnification authorized for directors, which is applicable to officers, a corporation may indemnify and advance expenses to an officer who is a party to a proceeding because the individual is or was an officer of the corporation; and if the individual is an officer but not a director, to the further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract, except for (a) liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; and (b) liability arising out of conduct that constitutes receipt by the officer of a financial benefit to which the officer is not entitled, an intentional infliction of harm on the corporation or the shareholders, or an intentional violation of criminal law.

Additionally, a corporation may, before final disposition of the proceeding, pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding; provided that the director furnishes the corporation with (i) a written affirmation of the director’s good faith belief that the director has met the relevant standard of conduct or that the proceeding involves conduct for which liability has been properly eliminated under a provision of the articles of incorporation; and (ii) a written undertaking, executed personally or on the director’s behalf, to repay any advanced funds if the director is not entitled to mandatory indemnification and it is ultimately determined that the director did not meet the standard of conduct. A corporation must pay an outside director’s expenses in advance of a final disposition of a proceeding if the requirements of subclauses (i) and (ii) of the preceding sentence are satisfied.

A corporation may purchase and maintain insurance, including retrospectively rated and self-insured programs, on behalf of an individual who is or was a director or officer of the corporation against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability.

A corporation’s power to indemnify, advance expenses or maintain insurance on behalf of an employee or agent is not limited by the foregoing laws.

California.  Section 317 of the California Corporations Code authorizes a corporation to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was a director, officer, employee or other agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding, if that person acted in good faith and in a manner reasonably believed by such person to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful.

Section 317 of the California Corporations Code also provides that a corporation may, subject to certain limitations and conditions, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or other agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders.

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To the extent that a director, officer, employee or other agent of the corporation is successful on the merits in defense of any proceeding referred to above or in defense of any claim, issue or matter therein, the corporation shall indemnify such agent against expenses actually and reasonably incurred by that person in connection therewith.

Section 204(a)(10) of the California Corporations Code permits a corporation’s articles of incorporation to limit a director’s liability to the corporation or its shareholders except with respect to the following items:  (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (iii) any transaction from which a director derived an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or its shareholders, (v) acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, (vi) contracts or transactions between the corporation and a director within the scope of Section 310 of the California Corporations Code or (vii) authorizing improper distributions, loans and guarantees under Section 316 of the California Corporations Code.

Colorado.  Section 7-80-104(1)(k) of the Colorado Limited Liability Company Act permits a company to indemnify a member or manager or former member or manager of the limited liability company as provided in Section 7-80-407. Under Section 7-80-407, a limited liability company shall reimburse a member or manager for payments made, and indemnify a member or manager for liabilities incurred by the member or manager, in the ordinary conduct of the business of the limited liability company or for the preservation of its business or property if such payments were made or liabilities incurred without violation of the member’s or manager’s duties to the limited liability company.

Georgia.  Generally, under §14-2-850 et seq. of the Georgia Business Corporation Code (“GBCC”), a Georgia corporation may indemnify an individual who is a party to a proceeding because he or she is or was a director of the corporation against the obligation to pay a judgment, settlement, penalty, fine or reasonable expenses (which includes counsel fees) incurred with respect to such proceeding, if such individual (A) conducted himself or herself in good faith and (B) reasonably believed (i) while acting in his or her official capacity, that his or her conduct was in the best interests of the corporation, or (ii) while acting any other capacity, that his or her conduct was at least not opposed to the best interests of the corporation, or (C) with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any such proceeding against reasonable expenses incurred by the director in connection with the proceeding.  The termination of the proceeding by judgment, order, settlement or conviction or upon the entry of a plea of nolo contendere is not, of itself, determinative that the person did not meet the standard of conduct set forth in §14-2-851(a) of the GBCC.

A Georgia corporation may not indemnify a director under the GBCC in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred by such director in connection with the proceeding, provided it is determined that such director met the relevant standard of conduct.  A corporation may not indemnify a director in connection with any proceeding with respect to conduct for which such director was found liable on the basis that he or she received an improper personal benefit, whether or not such director was acting in his or her official capacity as a director of the corporation.

Additionally, a Georgia corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding; provided, that such director delivers to the corporation (i) a written affirmation of his or her good faith belief that he or she met the relevant standard of conduct described in §14-2-851 of the GBCC or that the proceeding involves conduct for which such director’s liability has been properly eliminated by provision of the articles of incorporation, and (ii) a written undertaking by the director to repay any funds advanced if it is ultimately determined that such director was not entitled to such indemnification.

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The GBCC allows a Georgia corporation to indemnify directors without regard to the above-referenced limitations, if authorized by the articles of incorporation or a bylaw, contract, or resolution duly adopted by a vote of the shareholders of the corporation by a majority of votes entitled to be cast, excluding shares owned or voted under the control of the director or directors who do not qualify as a disinterested director with respect to any proceeding to which such indemnification is being sought; provided, that such director delivers to the corporation the abovementioned written affirmation and written undertaking. Notwithstanding the foregoing, the corporation may not indemnify a director for any liability incurred in a proceeding in which the director is found liable to the corporation or is subjected to injunctive relief in favor of the corporation for, among other things: (1) Any appropriation, in violation of the director’s duties, of any business opportunity of the corporation; (2) Acts or omissions which involve intentional misconduct or a knowing violation of law; or (3) Any transaction from which he or she received an improper personal benefit.

Under the GBCC, a Georgia corporation may indemnify and advance expenses to an officer of the corporation to the same extent as a director or if not also a director, then to such further extent as otherwise provided by the articles of incorporation, the bylaws, a resolution of the board of directors or by contract; provided, however, if the officer is not also a director of the corporation, the corporation may not indemnify the officer for any liability arising out of conduct that constitutes, among other things, (1) Any appropriation, in violation of the officer’s duties, of any business opportunity of the corporation; (2) Acts or omissions which involve intentional misconduct or a knowing violation of law; or (3) Any transaction from which he or she received an improper personal benefit. The foregoing limitation will also apply to an officer who is also a director of the corporation if the sole basis on which he or she is a party to the proceeding is an act or omission by him or her in the official capacity as an officer of the corporation.

A Georgia corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a director to the extent that may provided by the articles of incorporation, the bylaws, a resolution of the board of directors or by contract.

Under the GBCC, a Georgia corporation may purchase and maintain insurance on behalf of an individual who is a director, officer, employee or agent of the corporation against liability asserted against or incurred by such individual while acting in his or her official capacity or arising from his or her status as a director, officer, employee or agent of the corporation, notwithstanding whether a corporation would have the power to indemnity or advance expenses to such individual for the same liability.

Under § 14-11-306 of the Georgia Limited Liability Company Act, a Georgia limited liability company, subject to any standards or restrictions set forth in its articles of organization or a written operating agreement, may, and shall have the power to, indemnify and hold harmless any member or manager of the company from and against any and all claims and demands whatsoever arising in connection with the limited liability company; provided that no Georgia limited liability company may indemnify any member or manager of the company for (i) any intentional misconduct or a knowing violation of law; or (ii) any transaction for which such member or manager received a personal benefit in violation or breach of any provision of a written operating agreement.

Kentucky.  The circumstances under which Kentucky law requires or permits a corporation to indemnify its directors, officers, employees and/or agents are set forth in Sections 271B.8-500 through 271B.8-580 of the Kentucky Business Corporation Act (the “Kentucky Act”).  Generally, under the Kentucky Act, a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (1) he conducted himself in good faith; and (2) he reasonably believed (a) in the case of conduct in his official capacity with the corporation that his conduct was in its best interests; and (b) in all other cases, that his conduct was at least not opposed to the corporation’s best interests; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.  However, under the Kentucky Act, a corporation may not indemnify a director: (A) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (B) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. Indemnification permitted in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

Under Kentucky law, a Kentucky corporation may purchase and maintain insurance on behalf of an individual who is a director, officer, employee or agent of the corporation against liability asserted against or incurred by such individual while acting in his or her official capacity or arising from his or her status as a director, officer, employee or agent of the corporation, notwithstanding whether a corporation would have the power to indemnify or advance expenses to such individual for the same liability.

Louisiana.  Ingeneral, §12.83 of the Louisiana Business Corporation Law (“LBCL”) allows corporations to indemnify their present and former directors and officers and those of affiliated corporations against expenses incurred in the defense of any lawsuit to which they are made parties by reason of being or having been such directors or officers if such person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Under the LBCL, a termination of the action by judgment, settlement, conviction or plea of nolo contendere, will not of itself create a presumption that the person did not act in good faith.  To the extent that such person is successful on the merits or otherwise in defense of any claim, issue or matter therein, he or she must be indemnified by the corporation.  Expenses may be paid in advance of the final outcome if authorized by the board of directors without regard to whether or not a voting director is a party to the action.

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If the action is by or in the right of the corporation, the indemnity is limited to expenses not exceeding, in the judgment of the board of directors, the estimated expense of litigating the action to conclusion.  No indemnification can be made if a court of competent jurisdiction, after exhaustion of appeals, finds the director liable for willful or intentional misconduct, unless the court determines that, given the circumstances of the case, the director is fairly and reasonably entitled to indemnification for certain expenses.

The LBCL allows a corporation to procure or maintain insurance against liability on behalf of a director or any such person.

New York. Reference is made to Sections 721 to 725 of the New York Business Corporation Law (“NYBCL”), which provide for indemnification of directors and officers, subject to certain limitations, for liabilities and expenses in connection with actions or proceedings involving them in such capacity. Pursuant to Section 721 of the NYBCL, no indemnification shall be made to or on behalf of a director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Section 402(b) of the NYBCL permits a certificate of incorporation to set forth a provision limiting or eliminating the personal liability of directors to a corporation or its shareholders for damages for any breach of duty in such capacity, provided that no such provision shall eliminate or limit the liability of a director if a judgment or other final adjudication adverse to him or her establishes (i) that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or (ii) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, or (iii) that his or her acts violated Section 719 of the NYBCL.

North Carolina.  In general, §§55-8-50 through 55-8-58 of the North Carolina Business Corporation Act (“NCBCA”) grant a corporation the power to indemnify its present and former directors, officers, employees and agents against liabilities and expenses incurred by them in connection with any proceeding to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful.  Indemnity is mandatory where a director or officer who is wholly successful, on the merits or otherwise, in his defense except to the extent limited or eliminated in the corporation’s articles of incorporation.  A director or officer may also petition for court ordered indemnification where he would otherwise have a right to mandatory indemnification or where he is fairly or reasonably entitled to indemnity in view of all the relevant circumstances.  The NCBCA allows a director or officer to be paid expenses in advance of the final deposition of any proceeding upon the tendering of an undertaking to repay such amount. However, the NCBCA prohibits indemnification to a director adjudged liable of receiving an improper personal benefit or, in a derivative action, where adjudged liable to the corporation.

A corporation may, in its articles of incorporation or bylaws or by contract or resolution may make expanded indemnification available in addition to that provided by statute except in cases where directors or officers act in clear conflict with best interests of corporation).  A corporation may also procure or maintain insurance against liability on behalf of any such person.  Finally, the NCBCA permits a corporation to limit the personal liability of directors for breach of any directors duty imposed by law (with certain exceptions) by adding an exculpation provision in the articles of incorporation

Illinois. Section 8.75 of the Illinois Business Corporation Act of 1983, as amended (the “IBCA”), provides that a corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

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The IBCA provides that a corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, provided that no indemnification shall be made with respect to any claim, issue, or matter as to which such person has been adjudged to have been liable to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Under the IBCA, to the extent that a present or former director, officer or employee of a corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, if the person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation. Expenses (including attorney’s fees) incurred by an officer or director of the corporation in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation.

Further, the IBCA provides that the indemnification and advancement of expenses shall not be deemed exclusive of any other rights under any by-law, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or a by-law shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment. The indemnification and advancement of expenses provided by or granted under this Section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of that person.

The IBCA permits a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the IBCA.

Tennessee.In general, §48-243-101, etseq., of the Tennessee Limited Liability Company Act (the “TLLCA”) permits a limited liability company to indemnify its present and former governors, managers, employees and agents against judgments, settlements, penalties, fines or reasonable expenses (which includes counsel fees) with respect to a proceeding to which they may be made a party if such individual (A) conducted himself or herself in good faith and (B) reasonably believed (i) while acting in his or her official capacity, that his or her conduct was in the best interests of the company, or (ii) while acting in any other capacity, that his or her conduct was at least not opposed to the best interests of the company, or (C) with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. A termination of the proceeding by judgment, order, settlement, conviction or upon the entry of a plea of nolo contendere is not, of itself, determinative that the person did not meet the standard of conduct set forth in §48-243-101(b) of the TLLCA. Unless limited by its articles, a limited liability company must indemnify the reasonable expenses of a governor or manager if the governor or manager is wholly successful on the merits or otherwise in the defense of any proceeding against him or her as governor or manager.

The TLLCA prohibits a limited liability company from indemnifying a governor in connection with a proceeding by or in the right of the company in which the governor was found liable to the company or where the governor, whether or not acting in his or her official capacity as a governor, is charged with, and found liable for, improperly receiving a personal benefit. The TLLCA further prohibits a limited liability company from providing indemnification to or on behalf of a governor if a judgment or other final adjudication adverse to such governor establishes his or her liability for any breach of the duty of loyalty to the company or its members or for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law or for voting for or assenting to any distribution in violation of law or the articles of the company if it is established that such governor did not exercise his or her duties in connection with such distribution in good faith, with the care of an ordinary prudent person in a like position would exercise under similar circumstances and in a manner he or she reasonably believed to be in the best interest of the company.

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Under the TLLCA, a limited liability company may indemnify and advance expenses to a manager, employee or agent to the same extent as a governor. A limited liability company may purchase and maintain insurance on behalf of an individual who is or was a governor, manager, employee or agent against liability asserted against or incurred by such individual while acting in his or her official capacity or arising from his or her status as a governor, manager, employee or agent, whether or not the company would have the power to indemnify such individual for any such liability.

Washington.  In general, §§23B.08.500 through 23B.08.600 of the Washington Business Corporation Act (“WBCA”) provide that a corporation may indemnify an individual who is made a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if such person acted in good faith and, if such action was in the person’s official capacity, in a manner reasonably believed to be in, or, in all other cases, not opposed to, the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  A “proceeding” is defined as any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.  A termination of the action by judgment, settlement, conviction or plea of nolo contendere, does not of itself create a presumption that the person did not act in good faith.  Unless limited by the corporation’s articles of incorporation, indemnification is mandatory for an officer or director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director, against reasonable expenses incurred in connection with the proceeding.

A corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation, or in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his or her official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by him or her.  Under the WBCA, a corporation may indemnify an officer, agent or employee to the same extent as a director and may procure or maintain insurance against liability on behalf of a director or any such person.

By-laws.  The by-laws of each of Can-Am Communications, Inc., CCLC, Inc., CMI Services, Inc., Dycom Capital Management, Inc., Dycom Investments, Inc., E A Technical Services, Inc., Engineering Associates, Inc., Golden State Utility Co., Locating, Inc., North Sky Communications, Inc., Parkside Utility Construction Corp., Pauley Construction Inc., Point to Point Communications, Inc., Professional Teleconcepts, Inc., Professional Teleconcepts, Inc., Spalj Construction Company, Spectrum Wireless Solutions, Inc., Trawick Construction Company, Inc., VCI Construction, Inc., VCI Utility Services, Inc., U G T I and Watts Brothers Cable Construction, Inc. provide that it shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any proceeding, by reason of the fact that such person is or was a director or officer of the corporation.

The by-laws of Dycom Industries, Inc. provide that, except as prohibited under Florida law, it shall indemnify any person who was or is made a party to any proceeding by reason of the fact that he or she was or is a director or officer of the corporation, or a director or officer of the corporation serving as a trustee or fiduciary of an employee benefit plan of the corporation, against liability incurred in connection with such proceeding, including any appeal thereof.  Dycom Industries, Inc. maintains insurance policies insuring its directors and officers against certain liabilities they may incur in their capacity as directors and officers.

Limited Liability Company Agreements.  The Limited Liability Company Agreement of each of Ansco & Associates, LLC; Apex Digital, LLC; Blair Park Services, LLC; Broadband Express, LLC; Broadband Installation Services, LLC; C-2 Utility Contractors, LLC; Cable Connectors, LLC; Cablecom, LLC; Cavo Broadband Communications, LLC; CertusView Leasing, LLC; Communication Services, LLC; Communications Construction Group, LLC; Dycom Identity, LLC; Ervin Cable Construction, LLC; Globe Communications, LLC; Installation Technicians, LLC; Ivy H. Smith Company, LLC; Kanaan Communications, LLC; Lambert’s Cable Splicing Company, LLC; Midtown Express, LLC; NeoCom Solutions Holdings, LLC; Nichols Construction, LLC; Niels Fugal Sons Company, LLC; OSP Services, LLC; Parkside Utility Construction, LLC; PBG Acquisition III, LLC; Precision Valley Communications of Vermont, LLC; Prince Telecom, LLC; RJE Telecom, LLC; Sage Telecommunications Corp. of Colorado, LLC; Star Construction, LLC; Stevens Communications, LLC; S.T.S., LLC; TCS Communications, LLC; Tesinc, LLC; Tjader, L.L.C.; Triple-D Communications, LLC; Underground Specialties, LLC; UtiliQuest, LLC and White Mountain Cable Construction, LLC provide that it shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal administrative, or investigative, by reason of the fact that such person is or was a member, director or officer of the company, or is or was serving at the request of the company as a director or officer of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise.

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In addition, we maintain liability insurance for our directors and officers.

For information concerning the registrant’s undertaking to submit to adjudication the issue of indemnification for violation of the securities laws, see Item 17 hereof.

Item 16.  Exhibits.

The exhibits to this Registration Statement are listed on the Exhibit Index to this Registration Statement, which Exhibit Index is hereby incorporated by reference.

Item 17.  Undertakings.

(a)           The undersigned registrants hereby undertake:

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)           To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii)          To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)         To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change in such information in the registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement or contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

(2)           That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

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(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)           That, for the purpose of determining liability under the Securities Act to any purchaser:

(A)             Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)              Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)           That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)           Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii)          Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii)         The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

(iv)         Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(b)           The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of the registrants’ annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. 

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In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Dycom Industries, Inc.
By:	/s/ Steven E. Nielsen
	Name:	Steven E. Nielsen
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Steven E. Nielsen	Chairman of the Board of Directors and Chief Executive Officer	September 8, 2014
Steven E. Nielsen	(Principal Executive Officer)
/s/ H. Andrew DeFerrari	Senior Vice President and Chief Financial Officer	September 8, 2014
H. Andrew DeFerrari	(Principal Financial and Accounting Officer)
/s/ Thomas G. Baxter
Thomas G. Baxter	Director	September 8, 2014
/s/ Charles B. Coe
Charles B. Coe	Director	September 8, 2014
/s/ Stephen C. Coley
Stephen C. Coley	Director	September 8, 2014
/s/ Dwight B. Duke
Dwight B. Duke	Director	September 8, 2014
/s/ Anders Gustafsson
Anders Gustafsson	Director	September 8, 2014
/s/ Patricia L. Higgins
Patricia L. Higgins	Director	September 8, 2014

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Dycom Investments, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Steven E. Nielsen	President and Director	September 8, 2014
Steven E. Nielsen	(Principal Executive Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial and Accounting
	Officer)

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Ansco & Associates, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George Summers	President	September 8, 2014
George Summers	(Principal Executive Officer)
/s/ Michael S. Cassidy	Vice President - Finance	September 8, 2014
Michael S. Cassidy	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Apex Digital, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Timothy R. Estes	President	September 8, 2014
Timothy R. Estes	(Principal Executive Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen
/s/ Gary E. Ervin	Director	September 8, 2014
Gary E. Ervin

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Blair Park Services, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Thomas Hornick	President	September 8, 2014
Thomas Hornick	(Principal Executive Officer)
/s/ H. Andrew DeFerrari	Treasurer	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Jeanette Riggle	Principal Accounting Officer	September 8, 2014
Jeanette Riggle
/s/ H. Andrew DeFerrari	Member	September 8, 2014
PBG Acquisition III, LLC	(H. Andrew DeFerrari as Director)

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Broadband Express, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Daniel P. Kanaan	President	September 8, 2014
Daniel P. Kanaan	(Principal Executive Officer)
/s/ Jeffrey Drzymala	Controller	September 8, 2014
Jeffrey Drzymala	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Broadband Installation Services, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Daniel P. Kanaan	President	September 8, 2014
Daniel P. Kanaan	(Principal Executive Officer)
/s/ Jeffrey Drzymala	Controller	September 8, 2014
Jeffrey Drzymala	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

C-2 Utility Contractors, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ M. Scott Saunders	President	September 8, 2014
M. Scott Saunders	(Principal Executive Officer)
/s/ Peter Danielson	Principal Accounting Officer	September 8, 2014
Peter Danielson
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Cable Connectors, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Thomas L. Lambert	President	September 8, 2014
Thomas L. Lambert	(Principal Executive Officer)
/s/ Teresa Adcock	Principal Accounting Officer	September 8, 2014
Teresa Adcock
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

CableCom, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Paul Graves	President	September 8, 2014
Paul Graves	(Principal Executive Officer)
/s/ Rebecca Barr	Controller	September 8, 2014
Rebecca Barr	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

CableCom of California, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Paul Graves	President	September 8, 2014
Paul Graves	(Principal Executive Officer)
/s/ Rebecca Barr	Controller	September 8, 2014
Rebecca Barr	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Can-Am Communications, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Paul Graves	President	September 8, 2014
Paul Graves	(Principal Executive Officer)
/s/ Rebecca Barr	Controller	September 8, 2014
Rebecca Barr	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Cavo Broadband Communications, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William Valentino	President	September 8, 2014
William Valentino	(Principal Executive Officer)
/s/ Jeffrey Drzymala	Controller	September 8, 2014
Jeffrey Drzymala	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

CCLC, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George Summers	President	September 8, 2014
George Summers	(Principal Executive Officer)
/s/ Michael S. Cassidy	Vice President - Finance	September 8, 2014
Michael S. Cassidy	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

CertusView Leasing, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Curtis Chambers	President	September 8, 2014
Curtis Chambers	(Principal Executive Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial and Accounting Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

CMI Services, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William Harold Killian	President	September 8, 2014
William Harold Killian	(Principal Executive Officer)
/s/ Larry A. Hinson	Chief Financial Officer	September 8, 2014
Larry A. Hinson	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Communication Services, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Timothy M. Victory	President	September 8, 2014
Timothy M. Victory	(Principal Executive Officer)
/s/ Donald B. Freudiger	Controller	September 8, 2014
Donald B. Freudiger	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Communications Construction Group, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ John E. Dowd	President	September 8, 2014
John E. Dowd	(Principal Executive Officer)
/s/ Emily Walters	Controller	September 8, 2014
Emily Walters	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Dycom Capital Management, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Steven E. Nielsen	President and Director	September 8, 2014
Steven E. Nielsen	(Principal Executive Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial and Accounting
	Officer)

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Dycom Corporate Identity, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Steven E. Nielsen	President and Director	September 8, 2014
Steven E. Nielsen	(Principal Executive Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial and Accounting
	Officer)

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Dycom Identity, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Steven E. Nielsen	President and Director	September 8, 2014
Steven E. Nielsen	(Principal Executive Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial and Accounting
	Officer)

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

E A Technical Services, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Douglas H. Wilson	President	September 8, 2014
Douglas H. Wilson	(Principal Executive Officer)
/s/ Annamarie McClead	Principal Accounting Officer	September 8, 2014
Annamarie McClead
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Engineering Associates, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Thomas C. Harter	President	September 8, 2014
Thomas C. Harter	(Principal Executive Officer)
/s/ Annamarie McClead	Principal Accounting Officer	September 8, 2014
Annamarie McClead
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Ervin Cable Construction, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Brad Ervin	President	September 8, 2014
Brad Ervin	(Principal Executive Officer)
/s/ Andrea White	Assistant Treasurer and Controller	September 8, 2014
Andrea White	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Gary E. Ervin	Chairman of the Board of Directors	September 8, 2014
Gary E. Ervin
/s/ Steven Nielsen	Director	September 8, 2014
Steven Nielsen

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Globe Communications, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Victor R. Lundy, III	President	September 8, 2014
Victor R. Lundy, III	(Principal Executive Officer)
/s/ Donald B. Freudiger	Assistant Treasurer and Controller	September 8, 2014
Donald B. Freudiger	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Golden State Utility Co.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Rodney R. Kuenzi	President	September 8, 2014
Rodney R. Kuenzi	(Principal Executive Officer)
/s/ Roberta Anguiano	Controller	September 8, 2014
Roberta Anguiano	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Installation Technicians, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert Allen Stoutt, Jr.	President	September 8, 2014
Robert Allen Stoutt, Jr.	(Principal Executive Officer)
/s/ Christine Brew	Controller	September 8, 2014
Christine Brew	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Ivy H. Smith Company, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George Summers	President	September 8, 2014
George Summers	(Principal Executive Officer)
/s/ Michael S. Cassidy	Vice President - Finance	September 8, 2014
Michael S. Cassidy	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Kanaan Communications, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Daniel P. Kanaan	President	September 8, 2014
Daniel P. Kanaan	(Principal Executive Officer)
/s/ Jeffrey Drzymala	Controller	September 8, 2014
Jeffrey Drzymala	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Lambert’s Cable Splicing Company, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Thomas L. Lambert	President and Director	September 8, 2014
Thomas L. Lambert	(Principal Executive Officer)
/s/ Teresa Adcock	Principal Accounting Officer	September 8, 2014
Teresa Adcock
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Locating, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Dennis Tarosky	President	September 8, 2014
Dennis Tarosky	(Principal Executive Officer)
/s/ Robert D’Amico	Chief Financial Officer	September 8, 2014
Robert D’Amico	(Principal Financial Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Midtown Express, LLC
By:	/s/ William P. Healy
	Name:	William P. Healy
	Title:	President and Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, William P. Healy, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William P. Healy	President and Secretary	September 8, 2014
William P. Healy	(Principal Executive Officer)
/s/ Roxanne M. Parks-Soldo	Controller	September 8, 2014
Roxanne M. Parks-Soldo	(Principal Financial and Accounting Officer)
/s/ H. Andrew DeFerrari	Director	September 8, 2014
H. Andrew DeFerrari
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

NeoCom Solutions Holdings, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hy Tang	President	September 8, 2014
Hy Tang	(Principal Executive Officer)
/s/ Matthew Duvall	Controller	September 8, 2014
Matthew Duvall	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial and Accounting
	Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

NeoCom Solutions, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hy Tang	President	September 8, 2014
Hy Tang	(Principal Executive Officer)
/s/ Matthew Duvall	Controller	September 8, 2014
Matthew Duvall	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial and Accounting
	Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Nichols Construction, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jack A. Nichols	President and Director	September 8, 2014
Jack A. Nichols	(Principal Executive Officer)
/s/ Esther Hagy	Assistant Secretary and Assistant	September 8, 2014
Esther Hagy	Treasurer
	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-46

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Niels Fugal Sons Company, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Gary R. McQueen	President and Chief Executive Officer	September 8, 2014
Gary R. McQueen	(Principal Executive Officer)
/s/ Dennis K. Smith, Jr.	Assistant Treasurer and Controller	September 8, 2014
Dennis K. Smith, Jr.	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-47

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

North Sky Communications, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Rodney R. Kuenzi	President	September 8, 2014
Rodney R. Kuenzi	(Principal Executive Officer)
/s/ Teresa Summers	Controller	September 8, 2014
Teresa Summers	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-48

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Niels Fugal Sons Company of California, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Gary R. McQueen	President and Chief Executive Officer	September 8, 2014
Gary R. McQueen	(Principal Executive Officer)
/s/ Dennis K. Smith, Jr.	Assistant Treasurer and Controller	September 8, 2014
Dennis K. Smith, Jr.	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-49

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

OSP Services, LLC
By:	/s/ Marvin M. Glaser
	Name:	Marvin M. Glaser
	Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, Marvin M. Glaser, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Marvin M. Glaser	President and Director	September 8, 2014
Marvin M. Glaser	(Principal Executive Officer)
/s/ Linda Klein	Treasurer and Secretary	September 8, 2014
Linda Klein	(Principal Financial and Accounting Officer)
/s/ Thomas E. Lastrom	Director	September 8, 2014
Thomas E. Lastrom

II-50

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Parkside Site & Utility Company Corporation
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William D. Rowe, III	President	September 8, 2014
William D. Rowe, III	(Principal Executive Officer)
/s/ Eric Heisler	Controller	September 8, 2014
Eric Heisler	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-51

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Parkside Utility Construction, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William D. Rowe, III	President	September 8, 2014
William D. Rowe, III	(Principal Executive Officer)
/s/ Eric Heisler	Controller	September 8, 2014
Eric Heisler	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Member	September 8, 2014
PBG Acquisition III, LLC	(H. Andrew DeFerrari as Director)

II-52

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Pauley Construction Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Bryan Karl Dahl	President	September 8, 2014
Bryan Karl Dahl	(Principal Executive Officer)
/s/ Suzanne Fitch	Controller	September 8, 2014
Suzanne Fitch	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-53

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

PBG Acquisition III, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Steven E. Nielsen	President and Director	September 8, 2014
Steven E. Nielsen	(Principal Executive Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial and Accounting Officer)

II-54

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Point to Point Communications, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William J. Ptak	President	September 8, 2014
William J. Ptak	(Principal Executive Officer)
/s/ Kimberly Habeck	Controller	September 8, 2014
Kimberly Habeck	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-55

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Precision Valley Communications of Vermont, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ J. Roger Cawvey, Sr.	President	September 8, 2014
J. Roger Cawvey, Sr.	(Principal Executive Officer)
/s/ Joseph Miller	Controller	September 8, 2014
Joseph Miller	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Prince Telecom, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ John Kuhn	President	September 8, 2014
John Kuhn	(Principal Executive Officer)
/s/ Jeffrey Drzymala	Controller	September 8, 2014
Jeffrey Drzymala	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-57

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Prince Telecom of California, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ John Kuhn	President	September 8, 2014
John Kuhn	(Principal Executive Officer)
/s/ Jeffrey Drzymala	Controller	September 8, 2014
Jeffrey Drzymala	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-58

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Professional Teleconcepts, Inc., an Illinois corporation
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Eric P. Burrell	President and Chief Executive Officer	September 8, 2014
Eric P. Burrell	(Principal Executive Officer)
/s/ Tara J. Fox-Willis	Chief Financial Officer	September 8, 2014
Tara J. Fox-Willis	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-59

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Professional Teleconcepts, Inc., a New York corporation
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Eric P. Burrell	President and Chief Executive Officer	September 8, 2014
Eric P. Burrell	(Principal Executive Officer)
/s/ Tara J. Fox-Willis	Chief Financial Officer	September 8, 2014
Tara J. Fox-Willis	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-60

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

RJE Telecom, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Marvin M. Glaser	President	September 8, 2014
Marvin M. Glaser	(Principal Executive Officer)
/s/ Thomas E. Lastrom	Controller	September 8, 2014
Thomas E. Lastrom	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-61

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Sage Telecommunications Corp. of Colorado, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert Gudka	President	September 8, 2014
Robert Gudka	(Principal Executive Officer)
/s/ Tracey Anderson	Principal Accounting Officer	September 8, 2014
Tracey Anderson
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-62

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Spalj Construction Company
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Donald Stephens	President and Chief Executive Officer	September 8, 2014
Donald Stephens	(Principal Executive Officer)
/s/ James F. Gerlich	Chief Financial Officer	September 8, 2014
James F. Gerlich	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-63

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Spectrum Wireless Solutions, Inc
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George Summers	President and Chief Executive Officer	September 8, 2014
George Summers	(Principal Executive Officer)
/s/ Michael S. Cassidy	Vice President - Finance	September 8, 2014
Michael S. Cassidy	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-64

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Star Construction, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert Allen Stoutt, Jr.	President	September 8, 2014
Robert Allen Stoutt, Jr.	(Principal Executive Officer)
/s/ Christine Brew	Controller	September 8, 2014
Christine Brew	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-65

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Stevens Communications, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Richard D. Stevens	President and Director	September 8, 2014
Richard D. Stevens	(Principal Executive Officer)
/s/ Denise Chiles	Controller	September 8, 2014
Denise Chiles	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-66

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

S.T.S., LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Dennis Tarosky	President	September 8, 2014
Dennis Tarosky	(Principal Executive Officer)
/s/ Robert D’Amico	Chief Financial Officer	September 8, 2014
Robert D’Amico	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Governor	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Governor	September 8, 2014
Steven E. Nielsen

II-67

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

TCS Communications, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ James Dunham	President	September 8, 2014
James Dunham	(Principal Executive Officer)
/s/ Debra Pelkowski	Controller	September 8, 2014
Debra Pelkowski	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-68

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Tesinc, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William J. Ptak	President	September 8, 2014
William J. Ptak	(Principal Executive Officer)
/s/ Kimberly Habeck	Controller	September 8, 2014
Kimberly Habeck	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-69

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Tjader, L.L.C.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Donald Stephens	President	September 8, 2014
Donald Stephens	(Principal Executive Officer)
/s/ James Gerlich	Chief Financial Officer	September 8, 2014
James Gerlich	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Member	September 8, 2014
Spalj Construction Company	(H. Andrew DeFerrari as Director)

II-70

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Trawick Construction Company, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Douglas H. Trawick	President and Chief Executive Officer	September 8, 2014
Douglas H. Trawick	(Principal Executive Officer)
/s/ Larry A. Hinson	Chief Financial Officer	September 8, 2014
Larry A. Hinson	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-71

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Triple-D Communications, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Victor R. Lundy, III	President and Director	September 8, 2014
Victor R. Lundy, III	(Principal Executive Officer)
/s/ Donald B. Freudiger	Assistant Treasurer and Controller	September 8, 2014
Donald B. Freudiger	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-72

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

U G T I
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Dennis Tarosky	President	September 8, 2014
Dennis Tarosky	(Principal Executive Officer)
/s/ Robert D’Amico	Chief Financial Officer	September 8, 2014
Robert D’Amico	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-73

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Underground Specialties, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ M. Scott Saunders	President	September 8, 2014
M. Scott Saunders	(Principal Executive Officer)
/s/ Peter Danielson	Principal Accounting Officer	September 8, 2014
Peter Danielson
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-74

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

UtiliQuest, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Dennis Tarosky	President	September 8, 2014
Dennis Tarosky	(Principal Executive Officer)
/s/ Robert D’Amico	Chief Financial Officer	September 8, 2014
Robert D’Amico	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-75

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

VCI Construction, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ John A. Xanthos	President	September 8, 2014
John A. Xanthos	(Principal Executive Officer)
/s/ G. Vickers Marovish	Chief Financial Officer	September 8, 2014
G. Vickers Marovish	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-76

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

VCI Utility Services Holdings, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
President	September 8, 2014
/s/ John A. Xanthos	(Principal Executive Officer)
John A. Xanthos
/s/ G. Vickers Marovish	Chief Financial Officer	September 8, 2014
G. Vickers Marovish	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-77

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

VCI Utility Services, Inc.
By:	/s/ Frank G. Madera
	Name:	Frank G. Madera
	Title:	President and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, Frank G. Madera and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Frank G. Madera	President and Director	September 8, 2014
Frank G. Madera	(Principal Executive Officer)
/s/ Linda Klein	Treasurer and Secretary	September 8, 2014
Linda Klein	(Principal Financial and Accounting
	Officer)
/s/ Jennifer S. Snow	Director	September 8, 2014
Jennifer S. Snow

II-78

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

Watts Brothers Cable Construction, Inc.
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert Allen Stoutt, Jr.	President	September 8, 2014
Robert Allen Stoutt, Jr.	(Principal Executive Officer)
/s/ Anthony D. Sook	Controller	September 8, 2014
Anthony D. Sook	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-79

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on September 8, 2014.

White Mountain Cable Construction, LLC
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Steven E. Nielsen, H. Andrew DeFerrari, and Richard B. Vilsoet such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ John E. Dowd	President	September 8, 2014
John E. Dowd	(Principal Executive Officer)
/s/ Emily Walters	Controller	September 8, 2014
Emily Walters	(Principal Accounting Officer)
/s/ H. Andrew DeFerrari	Treasurer and Director	September 8, 2014
H. Andrew DeFerrari	(Principal Financial Officer)
/s/ Steven E. Nielsen	Director	September 8, 2014
Steven E. Nielsen

II-80

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibits
1.1	Form of Underwriting Agreement.*
4.1	Restated Articles of Incorporation of Dycom Industries, Inc. (incorporated by reference to Exhibit 3 to Dycom Industries, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on June 11, 2002).
4.2	Amended and Restated By-laws of Dycom Industries, Inc., as amended on February 24, 2009 (incorporated by reference to Exhibit 99.1 to Dycom Industries, Inc.’s Current Report on Form 8-K filed with the SEC on March 2, 2009).
4.3	Indenture, dated as of January 21, 2011, among Dycom Investments, Inc., Dycom Industries, Inc. and certain subsidiaries of Dycom Industries, Inc., as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dycom Industries, Inc.’s Current Report on Form 8-K filed with the SEC on January 24, 2011).
4.4	First Supplemental Indenture, dated as of January 28, 2011, among Dycom Investments, Inc., Dycom Industries, Inc. and certain subsidiaries of Dycom Industries, Inc., as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dycom Industries, Inc.’s Current Report on Form 8-K filed with the SEC on December 12, 2012).
4.5	Second Supplemental Indenture, dated as of December 12, 2012, among Dycom Investments, Inc., Dycom Industries, Inc. and certain subsidiaries of Dycom Industries, Inc., as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dycom Industries, Inc.’s Current Report on Form 8-K filed with the SEC on December 12, 2012).
4.6	Third Supplemental Indenture, dated as of February 26, 2013, among Dycom Investments, Inc., Dycom Industries, Inc. and certain subsidiaries of Dycom Industries, Inc., as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.5 to the First Amendment to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on February 26, 2013).
4.7	Fourth Supplemental Indenture, dated as of July 26, 2013, among Dycom Investments, Inc., Dycom Industries, Inc. and certain subsidiaries of Dycom Industries, Inc., as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.5 to Dycom Industries, Inc.’s Annual Report on Form 10-K filed with the SEC on September 13, 2013).
4.8	Fifth Supplemental Indenture, dated as of July 25, 2014, among Dycom Investments, Inc., Dycom Industries, Inc. and certain subsidiaries of Dycom Industries Inc., as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.6 to Dycom Industries, Inc.’s Annual Report on Form 10-K filed with the SEC on September 8, 2014).
4.9	Registration Rights Agreement, dated as of December 12, 2012, among Dycom Investments, Inc., Dycom Industries, Inc., certain subsidiaries of Dycom Industries, Inc., and Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.2 to Dycom Industries, Inc.’s Current Report on Form 8-K filed with the SEC on December 12, 2012).
4.10	Form of Preferred Stock Certificate of Designation.*
4.11	Form of Deposit Agreement with respect to Depositary Shares (including form of depositary receipt).*
4.12	Form of Indenture for debt securities of Dycom Industries, Inc. (incorporated by reference to Exhibit 4.5 to Dycom Industries, Inc.’s Registration Statement on Form S-3/A filed with the SEC on June 23, 2011).
4.13	Form of Indenture for debt securities of Dycom Investments, Inc. (incorporated by reference to Exhibit 4.6 to Dycom Industries, Inc.’s Registration Statement on Form S-3/A filed with the SEC on June 23, 2011).

4.14	Form of Warrant Agreement (including form of warrant).*
4.15	Form of Purchase Contract (including form of purchase contract certificate) and, if applicable, Pledge Agreement.*
4.16	Form of Unit Agreement (including form of unit certificate).*
5.1	Opinion of Shearman & Sterling LLP.**
5.2	Opinion of Akerman LLP.**
5.3	Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, as to matters of Georgia, Kentucky and Tennessee law.**
5.4	Opinion of Brown & Bunch, PLLC, as to matters of North Carolina law.**
5.5	Opinion of Davis Wright Tremaine LLP, as to matters of Washington law.**
5.6	Opinion of Fennemore Craig, P.C., as to matters of Arizona law.**
5.7	Opinion of Kopecky Schumacher Bleakley Rosenburg PC, as to matters of Illinois law.**
5.8	Opinion of Liskow & Lewis, as to matters of Louisiana law.**
5.9	Opinion of K&L Gates LLP, as to matters of Delaware law.**
5.10	Opinion of McElroy, Deutsch, Mulvaney & Carpenter, LLP, as to matters of Colorado law.**
12.1	Computation of Ratio of Earnings to Fixed Charges.***
23.1	Consent of Deloitte & Touche LLP.**
23.2	Consent of Shearman & Sterling LLP (included in Exhibit 5.1).
23.3	Consent of Akerman LLP (included in Exhibit 5.2).
23.4	Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included in Exhibit 5.3).
23.5	Consent of Brown & Bunch, PLLC (included in Exhibit 5.4).
23.6	Consent of Davis Wright Tremaine LLP (included in Exhibit 5.5).
23.7	Consent of Fennemore Craig, P.C. (included in Exhibit 5.6).
23.8	Consent of Kopecky Schumacher Bleakley Rosenburg PC (included in Exhibit 5.7).
23.9	Consent of Liskow & Lewis (included in Exhibit 5.8).
23.10	Consent of K&L Gates LLP (included in Exhibit 5.9).
23.11	Consent of McElroy, Deutsch, Mulvaney & Carpenter, LLP (included in Exhibit 5.10).
24.1	Powers of Attorney (included on signature pages).**
25.1	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of the trustee for the debt securities of Dycom Industries, Inc.**
25.2	Form T-1 Statement of Eligibility and Qualification under Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 25.1 to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on March 25, 2011).

*        To be filed as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a Current Report on Form 8-K to be filed by the registrants in connection with a specific offering and incorporated herein by reference.

**      Filed herewith.

***    Filed as Exhibit 12.1 to the Annual Report on Form 10-K filed by Dycom Industries, Inc. on September 8, 2014 with file number 001-10613.

EX-5.1

September 8, 2014

Dycom Industries, Inc.

Dycom Investments, Inc.

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, Florida 33408

Dycom Industries, Inc.

Dycom Investments, Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Dycom Industries, Inc., a Florida corporation (the “Company”), Dycom Investments, Inc., a Delaware corporation (“Investments”) and the subsidiaries of the Company listed on Schedule I hereto (the “Subsidiaries” and, together with the Company and Investments, the “Registrants”), in connection with the preparation and filing by the Registrants of an automatic registration statement on Form S-3 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering from time to time, pursuant to Rule 415 under the Securities Act, of (i) debt securities of the Company (the “Company Debt Securities”) which may be senior or subordinated, (ii) debt securities of Investments (the “Investments Debt Securities” and, together with the Company Debt Securities, the “Debt Securities”) which may be senior or subordinated, (iii) guarantees of the Debt Securities (the “Guarantees”) by one or more of the Registrants (each a “Guarantor” and, collectively, the “Guarantors”), (iv) common stock, par value $0.33 1/3 per share, of the Company (the “Common Stock”), (v) preferred stock, par value $1.00 per share, of the Company (the “Preferred Stock”), which may be issued as such or in the form of depositary shares (the “Depositary Shares”) evidenced by depositary receipts issued against deposit of shares of Preferred Stock pursuant to a deposit agreement to be entered into between the Company and a bank or trust company selected by the Company (the “Depositary”), (vi) warrants to purchase Debt Securities, Preferred Stock, Depositary Shares, Common Stock or any combination thereof (the “Warrants”), (vii) securities purchase contracts of the Company (the “Securities Purchase Contracts”), obligating the holders thereof to purchase from or sell to the Company, or the Company to sell to or purchase from such holders, shares of Common Stock, Preferred Stock, Depositary Shares or Debt Securities at a future date or dates and (viii) units of the Company consisting of one or more of Company Debt Securities, Common Stock, Preferred Stock, Depositary Shares, Warrants or Securities Purchase Contracts (the “Units” and, together with the Debt Securities, the Guarantees, the Common Stock, the Preferred Stock, the Depositary Shares, the Warrants and the Securities Purchase Contracts, the “Securities”).  The offering of the Securities will be as set forth in the prospectus forming a part of the Registration Statement (the “Prospectus”), as supplemented by one or more supplements to the Prospectus (each supplement, a “Prospectus Supplement”).

2

The Company Debt Securities will be issued pursuant to an Indenture (the “Company Indenture”) among the Company, the Guarantors, if any, and the trustee party thereto (the “Trustee”), a form of which is incorporated by reference as an exhibit to the Registration Statement.  The Investments Debt Securities will be issued pursuant to an Indenture (the “Investments Indenture” and, together with the Company Indenture, the “Indentures”) among Investments, the Guarantors, if any, and the Trustee, a form of which is incorporated by reference as an exhibit to the Registration Statement.  The Preferred Stock will be issued in one or more series and the relative powers, designations, preferences, rights and qualifications, limitations or restrictions of such Preferred Stock will be set forth in one or more certificates of designation (each, a “Certificate of Designation”). The Warrants will be issued under one or more warrant agreements (each, a “Warrant Agreement”) to be entered into between the Company and the warrant agent party thereto (the “Warrant Agent”).  The Depositary Shares will be issued in one or more series pursuant to one or more deposit agreements (each, a “Deposit Agreement”) to be entered into between the Company and the depositary party thereto (the “Depositary”). The Securities Purchase Contracts will be issued pursuant to one or more purchase contract agreements (each, a “Purchase Contract Agreement”) to be entered into between the Company and the securities purchase contract agent party thereto (the “Purchase Contract Agent”).  The Units will be issued pursuant to one or more unit agreements (each, a “Unit Agreement”) to be entered into between the Company and the unit agent party thereto (the “Unit Agent”). Each Certificate of Designation, Deposit Agreement, Warrant Agreement, Purchase Contract Agreement and Unit Agreement, as applicable, will be in a form to be filed as an exhibit to a post-effective amendment to the Registration Statement or as an exhibit to a Current Report on Form 8-K to be filed by the Company in connection with a specific offering and incorporated by reference into the Registration Statement.  The Indentures, Warrant Agreement, Deposit Agreement, Certificate of Designation, Purchase Contract Agreement and Unit Agreement are hereinafter referred to as the “Securities Documents.”

In that connection, we have reviewed the following:

(a) The Registration Statement.

(b) The Prospectus.

(c) Originals or copies of such other corporate records of the Registrants, certificates of public officials and of officers of the Registrants and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below.

In our review of the documents, we have assumed:

(a) The genuineness of all signatures.

3

(b) The authenticity of the originals of the documents submitted to us.

(c) The conformity to authentic originals of any documents submitted to us as copies.

(d) As to matters of fact, the truthfulness of the representations made in the certificates of public officials and officers of the Registrants.

(e) That each of the Securities Documents will be the legal, valid and binding obligation of each party thereto, other than the Registrants, enforceable against each such party in accordance with its terms, and that each Securities Document will be governed by and construed in accordance with the law of the State of New York.

(f) That:

 (i)           The execution, delivery and performance by each of the Registrants of the Securities Documents to which it is or will be a party have been duly authorized by all necessary action (corporate or otherwise) and:

(A)           will not contravene its respective certificate or articles of incorporation, limited liability company agreement, bylaws or other organizational documents;

(B)           do not and will not, except with respect to Generally Applicable Law, violate any law, rule or regulation applicable to it; or

(C)           do not and will not, except with respect to any documents and agreements filed as exhibits to any filing of the Company incorporated by reference into the Registration Statement, result in any conflict with, or breach of, any agreement or document binding on it.

(ii)           No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by any of the Registrants of any Securities Document to which it is or will be a party or, if any such authorization, approval, consent, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect.

(g) At the time of any offering or sale, the Securities and the Securities Documents relating thereto will have been specifically authorized for issuance and execution and delivery by the Company, Investments and the Guarantors, as applicable, by their respective Board of Directors or Board of Managers or an authorized committee thereof.

(h) Any Securities issuable upon conversion, exchange or exercise of any Security being offered will, at the time of such offering or sale, have been duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise.

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(i) Any Securities consisting of Common Stock, Preferred Stock, Depositary Shares or Warrants, including Common Stock or Preferred Stock issuable upon conversion, exchange or exercise of any Security being offered, will when so issued have been duly authorized, executed and delivered, against receipt of the consideration approved by the Company which will be no less than the par value thereof.

(j) With respect to the issuance and sale of any Debt Securities, (i) the applicable Indenture will have been duly executed and delivered by the Company, Investments and the Guarantors, as applicable, and the Trustee, and (ii) the Debt Securities, when issued, will be executed, authenticated, issued and delivered (a) against receipt of the consideration therefor approved by the Company or Investments, as applicable, and (b) as provided in the Indenture.

(k) With respect to the issuance and sale of any Depositary Shares, (i) the related Deposit Agreement will have been duly executed and delivered by the Company and the Depositary, and (ii) the Depositary Shares, when issued, will be executed, issued and delivered (and the Company will have deposited shares of the Preferred Stock with the Depositary pursuant to such Deposit Agreement) (a) against receipt of the consideration therefor approved by the Company and (b) as provided in such Deposit Agreement.

(l) With respect to the issuance and sale of any Warrants, (i) the related Warrant Agreement will have been duly executed and delivered by the Company and the Warrant Agent, and (ii) the Warrants, when issued, will be executed, countersigned by the Warrant Agent, issued and delivered (a) against receipt of the consideration therefor approved by the Company and (b) as provided in such Warrant Agreement.

(m) With respect to the issuance and sale of any Securities Purchase Contracts, (i) the related Purchase Contract Agreement will have been duly executed and delivered by the Company and the Purchase Contract Agent, and (ii) the Securities Purchase Contracts, when issued, will be executed, countersigned by the Purchase Contract Agent, issued and delivered (a) against receipt of the consideration therefor approved by the Company and (b) as provided in such Purchase Contract Agreement.

(n) With respect to the issuance and sale of any Units, (i) the related Unit Agreement will have been duly executed and delivered by the Company and the Unit Agent, and (ii) the Units, when issued, will be executed, countersigned by the Unit Agent, issued and delivered (a) against receipt of the consideration therefor approved by the Company and (b) as provided in such Unit Agreement.

We have not independently established the validity of the foregoing assumptions.

“Generally Applicable Law” means the federal law of the United States of America, and the law of the State of New York (including the rules and regulations promulgated thereunder or pursuant thereto) that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the transactions governed by the Securities Documents, and for purposes of assumption paragraph (f) above, the General Corporation Law of the State of Delaware. In addition, for purposes of assumption paragraph (f) above and our opinions in clauses 1, 2 and 5 below, in each case solely with respect to U G T I, a California corporation and wholly-owned subsidiary of the Company, as Guarantor, Generally Applicable Law shall include the General Corporation Law of the State of California.

5

Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that:

1. The Company Indenture, when duly executed and delivered by the Company and the Guarantors, if any, will be the legal, valid and binding obligation of the Company and the applicable Guarantors, enforceable against the Company and such Guarantors in accordance with its terms.

2. The Investments Indenture, when duly executed and delivered by Investments and the Guarantors, if any, will be the legal, valid and binding obligation of Investments and the applicable Guarantors, enforceable against Investments and such Guarantors in accordance with its terms.

3. Any Securities consisting of Company Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and will be entitled to the benefits of the Company Indenture.

4. Any Securities consisting of Investments Debt Securities will constitute valid and binding obligations of Investments, enforceable against Investments in accordance with their terms and will be entitled to the benefits of the Investments Indenture.

5. Any Securities consisting of Guarantees will constitute valid and binding obligations of the applicable Guarantors, enforceable against such Guarantors in accordance with their terms and will be entitled to the benefits of the applicable Indenture.

6. Any Securities consisting of Depositary Shares will be validly issued and will be entitled to the benefits of the Deposit Agreement.

7. Any Securities consisting of Warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

8. Any Securities consisting of Securities Purchase Contracts will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

9. Any Securities consisting of Units will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

6

Our opinions expressed above are subject to the following qualifications:

(a) Our opinions are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers).

(b) Our opinions are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).

(c) Our opinions are limited to Generally Applicable Law and we do not express any opinion herein concerning any other law. Where matters of applicable law, other than Generally Applicable Law, are relevant to such opinions, we have without independent investigation on our part assumed the accuracy and, to the extent necessary in connection with the opinions contained herein, relied upon the opinions, dated the date hereof, furnished to you of (i) Akerman LLP, special Florida counsel to the Company and certain Guarantors, (ii) Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, special Georgia, Kentucky and Tennessee counsel to certain Guarantors, (iii) Brown & Bunch, PLLC, special North Carolina counsel to certain Guarantors, (iv) Davis Wright Tremaine LLP, special Washington counsel to a certain Guarantor, (v) Liskow & Lewis, special Louisiana counsel to a certain Guarantor (vi) Potter Anderson & Corroon LLP, special Delaware counsel to certain Guarantors, (vii) Fennemore Craig, P.C., special Arizona counsel to a certain Guarantor, (viii) Kopecky Schumacher Bleakley Rosenburg PC, special Illinois counsel to a certain Guarantor, and (ix) McElroy, Deutsch, Mulvaney & Carpenter, LLP, special Colorado counsel to a certain Guarantor, in each case delivered to you on the date hereof, and our opinions are subject to the same assumptions, qualifications and limitations with respect to matters of Florida, Georgia, Kentucky, Tennessee, North Carolina, Washington, Louisiana, Arizona, Illinois, Colorado and Delaware law expressed in each such opinion.

This opinion letter speaks only as of the date hereof.  We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter that might affect the opinions expressed herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the Prospectus.  In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Shearman & Sterling LLP

RCT/AH/YML

JMD

SCHEDULE A

Subsidiaries

Ansco & Associates, LLC

Apex Digital, LLC

Blair Park Services, LLC

Broadband Express, LLC

Broadband Installation Services, LLC

C-2 Utility Contractors, LLC

Cable Connectors, LLC

CableCom, LLC

CableCom of California, Inc.

Can-Am Communications, Inc.

Cavo Broadband Communications, LLC

CCLC, Inc.

CertusView Leasing, LLC

CMI Services, Inc.

Communication Services, LLC

Communications Construction Group, LLC

Dycom Capital Management, Inc.

Dycom Corporate Identity, Inc.

Dycom Identity, LLC

E A Technical Services, Inc.

Engineering Associates, Inc.

Ervin Cable Construction, LLC

Globe Communications, LLC

Golden State Utility Co.

Installation Technicians, LLC

Ivy H. Smith Company, LLC

Kanaan Communications, LLC

Lambert’s Cable Splicing Company, LLC

Locating, Inc.

Midtown Express, LLC

NeoCom Solutions, Inc.

NeoCom Solutions Holdings, LLC

Nichols Construction, LLC

Niels Fugal Sons Company, LLC

Niels Fugal Sons Company of California, Inc.

North Sky Communications, Inc.

OSP Services, LLC

Parkside Site & Utility Company Corporation

Parkside Utility Construction, LLC

Pauley Construction Inc.

PBG Acquisition III, LLC

Point to Point Communications, Inc.

Precision Valley Communications of Vermont, LLC

Prince Telecom, LLC

Prince Telecom of California, Inc.

Professional Teleconcepts, Inc.

Professional Teleconcepts, Inc.

RJE Telecom, LLC

Sage Telecommunications Corp. of Colorado, LLC

Spalj Construction Company

Spectrum Wireless Solutions, Inc.

Star Construction, LLC

Stevens Communications, LLC

S.T.S., LLC

TCS Communications, LLC

Tesinc, LLC

Tjader, L.L.C.

Trawick Construction Company, Inc.

Triple-D Communications, LLC

U G T I

Underground Specialties, LLC

UtiliQuest, LLC

VCI Construction, Inc.

VCI Utility Services Holdings, LLC

VCI Utility Services, Inc.

Watts Brothers Cable Construction, Inc.

White Mountain Cable Construction, LLC

EX-5.2

Akerman LLP One Southeast Third Avenue Suite 2500 Miami, FL  33131-1714 Tel:  305.374.5600 Fax:  305.374.5095

September 8, 2014

Dycom Industries, Inc.

Dycom Investments, Inc.

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, Florida 33408

Re: Form S-3ASR Shelf Registration Statement

Ladies and Gentlemen:

We have acted as special Florida counsel to Dycom Industries, Inc., a Florida corporation (the “Company”), in connection with the proposed issuance and sale by the Company from time to time, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), of (i) shares of its common stock, $0.33 1/3 par value per share (the “Common Stock”) and (ii) shares of its preferred stock, $1.00 par value per share (the “Preferred Stock” and together with the Common Stock, the “Equity Securities”).  The Equity Securities may be issued and sold by the Company pursuant to the well-known seasoned issuer shelf registration statement on Form S-3ASR (such registration statement, including the documents incorporated by reference therein, the “Registration Statement”) filed by the Company with the Securities Exchange Commission (the “Commission”) on September 8, 2014.

We have also acted as special Florida counsel to the Company, CMI Services, Inc., a Florida corporation (“CMI”), Trawick Construction Company, Inc., a Florida corporation (“Trawick”), and Installation Technicians, LLC, a Florida limited liability company (“ITLLC” and, together with the Company, CMU and Trawick, the “Florida Guarantors”), in connection with the preparation and filing by the Company, Dycom Investments, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Dycom Investments”), and certain other subsidiaries of the Company (collectively, the “Subsidiaries,” and, together with the Company, Dycom Investments and the Florida Guarantors, the “Registrants”) of the Registration Statement relating to the issuance and offering, from time to time, of, among other securities and instruments, (1) debt securities of the Company (the “Company Debt Securities”), (2) debt securities of Dycom Investments (the “Subsidiary Debt Securities” and, together with the Company Debt Securities, the “Debt Securities”) and (iii) guarantees of the Debt Securities (the “Guarantees”) by one or more of the Registrants (each a “Guarantor”) and, collectively, the “Guarantors”), including, without limitation, the Guarantees pursuant to which the Florida Guarantors will be Guarantors (the “Debt Guarantees”). Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company and Dycom Investments propose to register the Debt Securities under the Securities Act as set forth in the Registration Statement and to be issued pursuant to one or more Indentures (the “Indentures”) among the Company or Dycom Investments, respectively, the Guarantors, if any, and the trustees parties thereto, forms of which were filed with the Commission as exhibits to the Registrants’ registration statement on Form S-3/A on June 23, 2011 and are incorporated by reference as exhibits to the Registration Statement.

akerman.com

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 2

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection with this opinion, we have examined such corporate records, documents, and instruments of the Company and reviewed such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein and we have examined the Registration Statement. In such examination, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity to originals of all items submitted to us as copies. We have also reviewed originals or copies of the following documents:

(1) the Registration Statement and the Prospectus;

(2) the Indentures;

(3) the Articles of Incorporation of each of the Company, CMI and Trawick, as presently in effect;

(4) the By-Laws of each of the Company, CMI and Trawick, as presently in effect;

(5) the Articles of Organization of ITLLC, as presently in effect;

(6) the Operating Agreement of ITLLC, as presently in effect; and

(7) certain resolutions adopted by the Board of Directors of each of the Company, CMI, Trawick and ITLLC relating to the Registration Statement and related matters.

Based upon and subject to the foregoing, and subject to the qualifications set forth below, it is our opinion that:

(1) When, as, and if shares of Common Stock have been duly authorized by appropriate corporate action, issued and delivered against payment to the Company of the purchase price of such shares of Common Stock, all as contemplated by the Registration Statement and the prospectus supplement relating thereto and in accordance with the applicable underwriting agreement, purchase or other agreement, such shares of Common Stock will be duly authorized, validly issued, fully paid and non-assessable.

(2) When, as, and if shares of Preferred Stock have been duly authorized by appropriate corporate action (including the filing of any required amendment to the Company’s articles of incorporation designating the rights, preferences and limitations of the shares of Preferred Stock), issued and delivered against payment to the Company of the purchase price of such shares of Preferred Stock, all as contemplated by the Registration Statement and the prospectus supplement relating thereto and in accordance with the applicable underwriting agreement, purchase or other agreement, such shares of Preferred Stock will be duly authorized, validly issued, fully paid and non-assessable.

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 3

(3) Each of the Company, CMI and Trawick has been incorporated under the Florida Business Corporation Act and its status is active.

(4) ITLLC has been formed under the Florida Limited Liability Company Act and its status is active.

(5) Each of the Company, CMI and Trawick has the corporate power and capacity to guarantee the Debt Securities pursuant to the terms of the Indentures and perform its obligations under the Debt Guarantees.

(6) ITLLC has the limited liability company capacity and power to guarantee the Debt Securities pursuant to the terms of the Indentures and perform its obligations under the Debt Guarantees.

(7) The Debt Guarantees, upon being duly authorized by all necessary corporate and/or limited liability company action (as the case may be), executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate law purposes by each Florida Guarantor.

Each of our opinions expressed herein is also subject to the following qualifications and exceptions: (a) except to the extent encompassed by an opinion set forth above with respect to the Company, the effect on the opinions expressed herein of (i) the compliance or non-compliance of any party to any agreement with any law, regulation or order applicable to it, or (ii) the legal or regulatory status or the nature of the business of any such party; and (b) our opinion is based upon current statutes, rules, regulations, and cases, and we assume no obligation to update or supplement this opinion if such statutes, rules, regulations, or cases change after the date of this opinion letter.

In rendering the opinions expressed in 1 and 2 above, we have further assumed that (i) the Equity Securities will be offered, sold and delivered to, and paid for by, the purchasers thereof at the price specified in, and in accordance with the terms of, an agreement or agreements duly authorized, executed and delivered by the parties thereto, (ii) the Company will authorize the offering and issuance of the Equity Securities and will authorize, execute and deliver any and all documents contemplated thereby or by the Registration Statement or any applicable prospectus supplement relating thereto, and will take any other appropriate additional corporate action with respect thereto, (iii) certificates, if required, representing the Equity Securities will be duly executed and delivered and, to the extent required by any applicable agreement, duly authenticated and countersigned and (iv) a sufficient number of shares will be authorized and available for issuance.

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 4

In addition, in rendering the opinions set forth in 3, 4, 5, 6 and 7 above, we have relied, without investigation, on each of the following assumptions: (a) the genuineness of each signature, the completeness of each document submitted to us, the authenticity of each document reviewed by us as an original, the conformity to the original of each document reviewed by us as a copy and the authenticity of the original of each document received by us as a copy; (b) the legal existence of each party to the Registration Statement other than Company, CMI, Trawick and ITLLC; (c) the entity power of each party to the Registration Statement (other than the Company, CMI, Trawick and ITLLC) to execute, deliver and perform its obligations under the Registration Statement or Prospectus and to do each other act done or to be done by such party; (d) the authorization, execution and delivery by each party (other than Company, CMI, Trawick and ITLLC) of each document executed and delivered or to be executed and delivered in connection with the Registration Statement by such party; and (e) as to matters of fact, the truthfulness of the representations made in the Registration Statement and Prospectus and in the certificates of public officials and officers of the Company, CMI, Trawick and ITLLC.

We express no opinion as to matters governed by laws of any jurisdiction other than the laws of the State of Florida and the federal laws of the United States of America, as in effect on the date hereof.

This opinion letter is furnished to you for your benefit in connection with the filing of the Registration Statement and, except as set forth below, 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.  Notwithstanding the foregoing, the law firm of Shearman & Sterling LLP may rely upon this opinion letter in connection with the opinion letter to be submitted by such firm with respect to the Registration Statement.

We hereby consent to the filing of this opinion with the Commission in connection with the filing of the Registration Statement referred to above.  We also consent to the use of our name in the related prospectus and prospectus supplement under the heading “Legal Matters.”  In giving this consent, we do not 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 issued thereunder.

Very truly yours,

/s/ AKERMAN LLP

EX-5.3

	MONARCH PLAZA SUITE 1600 3414 PEACHTREE ROAD N.E. ATLANTA, GEORGIA 30326
	PHONE:	404.577.6000
	FAX:	404.221.6501
	www.bakerdonelson.com

September 8, 2014

Dycom Industries, Inc.

Dycom Investments, Inc.

11770 U. S. Highway 1, Suite 101

Palm Beach Gardens, Florida  33408

Re: That certain automatic shelf registration statement on Form S-3 (the “Registration Statement”), as filed with the United States Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on September 8, 2014, relating to the issuance of an indeterminate amount of securities of each identified class within the Registration Statement (the “Securities”) by the Registrants (as defined below).

Ladies and Gentlemen:

We have acted as special counsel (A) in the State of Georgia to (i) UtiliQuest, LLC, a Georgia limited liability company (“UtiliQuest”); (ii) NeoCom Solutions, Inc., a Georgia corporation (“NeoCom”); (iii) E A Technical Services, Inc., a Georgia corporation (“EATS”); and (iv) Engineering Associates, Inc., a Georgia corporation (“Engineering Associates” and together with UtiliQuest, NeoCom and EATS are collectively referred to as the “Georgia Subsidiaries” and individually as a “Georgia Subsidiary”); (B) in the State of Tennessee to S.T.S., LLC, a Tennessee limited liability company (hereinafter referred to sometimes as “STS” and sometimes as the “Tennessee Subsidiary”), each being a subsidiary of Dycom Industries, Inc., a Florida corporation (“Dycom Industries”), which is in turn the parent corporation of Dycom Investments, Inc. a Delaware corporation (“Dycom Investments”); and (C) in the State of Kentucky to Watts Brothers Cable Construction, Inc. (f/k/a Watts Brothers Pipeline and Utility Construction, Inc.), a Kentucky corporation (hereinafter referred to sometimes as “Watts Brothers” and sometimes as the “Kentucky Subsidiary”), and a subsidiary of Star Construction, LLC, a Delaware limited liability company, which is in turn a subsidiary of Dycom Investments, in connection with:

A. the preparation and filing by Dycom Industries, Dycom Investments, and certain other subsidiaries of the Company (collectively, the “Subsidiaries,” and, together with the Dycom Industries, Dycom Investments, the Georgia Subsidiaries, the Tennessee Subsidiary and the Kentucky Subsidiary, the “Registrants”) of the Registration Statement with the U.S. Securities and Exchange Commission (“SEC”);

ALABAMA FLORIDA GEORGIA LOUISIANA MISSISSIPPI TENNESSEE TEXAS WASHINGTON, D.C.

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 2 of 7

B. that certain form of Indenture to be executed by Dycom Investments and the Georgia Subsidiaries, the Tennessee Subsidiary, the Kentucky Subsidiary, Dycom Industries and certain other Subsidiaries of Dycom Industries identified therein (the “Other Dycom Subsidiaries” and, together with the Georgia Subsidiaries, the Tennessee Subsidiary and the Kentucky Subsidiary, are collectively referred to as the “Guarantors”), as guarantors, jointly and severally guaranteeing the payment of principal and interest and the performance of other obligations due by Dycom Investments under certain unsecured debentures, notes or other evidences of indebtedness (the “Dycom Investments Notes”) to be issued by Dycom Investments thereunder from time-to-time pursuant to the Indenture (the “Dycom Investments Indenture”);

C. that certain form of Indenture to be executed by Dycom Industries and the Guarantors, as guarantors, jointly and severally guaranteeing the payment of principal and interest and the performance of other obligations due by Dycom Industries under certain unsecured debentures, notes or other evidences of indebtedness (the “Dycom Industries Notes”) to be issued by Dycom Industries thereunder from time-to-time pursuant to the Indenture (the “Dycom Industries Indenture”) (Dycom Investments, Dycom Industries and the Guarantors are sometimes hereinafter collectively referred to as the“Dycom Parties” and individually, as a “Dycom Party”); and

D. the preparation and filing of the prospectus forming a part of the Registration Statement (the “Prospectus”), by which Dycom Investments and Dycom Industries will prospectively be offering for sale the Dycom Investments Notes and the Dycom Industries Notes to potential investors.

The transactions described in clauses (A), (B), (C) and (D) above are sometimes hereinafter collectively referred to as the “Shelf Offering” and the Dycom Investments Notes and the Dycom Industries Notes are sometimes hereinafter collectively referred to as the “Notes”.

At your request, we are giving this opinion only with respect to the Georgia Subsidiaries, the Tennessee Subsidiary and the Kentucky Subsidiary.

We have examined and rely solely upon the following documents for the purposes of rendering this opinion (collectively, the “Examined Documents”):

1.           the Registration Statement;

2.           unexecuted forms of the Dycom Investments Indenture and the Dycom Industries Indenture which were filed with the SEC as exhibits to the Registrants’ registration statement on Form S-3/A on June 23, 2011 and are incorporated by reference as exhibits to the Registration Statement (hereinafter the foregoing are sometimes collectively referred to herein as “the Indentures” or “the Opinion Documents”);

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 3 of 7

3.           an executed copy of the Secretary’s Certificate of UtiliQuest, dated as of September 8, 2014, together with (i) the Articles of Organization certified by the Georgia Secretary of State on November 27, 2012, (ii) the Third Amended and Restated Operating Agreement of UtiliQuest, LLC, dated as of September 30, 2009, and (iii) the executed resolutions of the Board of Directors, dated as of May 21, 2014, authorizing, among other things, the Shelf Offering and the prospective execution of the Indentures by UtiliQuest, all attached as exhibits thereto;

4.           an executed copy of Secretary’s Certificate of NeoCom, dated as of September 8, 2014, together with (i) the Articles of Incorporation certified by the Georgia Secretary of State on of November 27, 2012, (ii) the By-Laws of NeoCom, dated December 30, 2000, and (iii) the executed resolutions of the Board of Directors, dated as of May 21, 2014, authorizing, among other things, the Shelf Offering and the prospective execution of the Indentures by NeoCom, all attached as exhibits thereto;

5.           an executed copy of the Secretary’s Certificate of EATS, dated as of September 8, 2014, together with (i) the Articles of Incorporation certified by the Georgia Secretary of State on November 27, 2012, (ii) the By-Laws of EATS, dated December 4, 1991, and (iii) the executed resolutions, dated as of May 21, 2014,  authorizing, among other things, the Shelf Offering and the prospective execution of the Indentures by EATS, all attached as exhibits thereto;

6.           an executed copy of the Secretary’s Certificate of Engineering Associates,  dated as of September 8, 2014, together with (i) the Articles of Incorporation certified by the Georgia Secretary of State on May 20, 2014, (ii) the By-Laws of Engineering Associates, dated November 11, 2008, and (iii) the executed resolutions of the Board of Directors, dated as of May 21, 2014, authorizing, among other things, the Shelf Offering and the prospective execution of the Indentures by Engineering Associates, all attached as exhibits thereto;

7.           an executed copy of the Secretary’s Certificate of STS, dated as of September 8, 2014, together with (i) the Articles of Organization certified by the Tennessee Secretary of State on May 16, 2014, (ii) the Operating Agreement of Limited Liability Company for S.T.S., LLC, dated as of December 16, 2002, as amended, and (iii) the executed resolutions of the Board of Governors, dated as of May 21, 2014, authorizing, among other things, the Shelf Offering and the prospective execution of the Indentures by STS, all attached as exhibits thereto;

8.           an executed copy of the Secretary’s Certificate of Watts Brothers, dated as of September 8, 2014, together with (i) the Articles of Incorporation certified by the Kentucky Secretary of State on July 29, 2014, (ii) the By-Laws of Watts Brothers, dated April 5, 1995, and (iii) the executed resolutions of the Board of Directors, dated as of September 3, 2014, authorizing, among other things, the Shelf Offering and the prospective execution of the Indentures by Watts Brothers, all attached as exhibits thereto;

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 4 of 7

9.           that certain Certificate of Existence of UtiliQuest, dated May 19, 2014, issued by the Secretary of State of Georgia (the “UtiliQuest Certificate of Existence”);

10.         that certain Certificate of Existence of NeoCom, dated May 19, 2014, issued by the Secretary of State of Georgia (the “NeoCom Certificate of Existence”);

11.         that certain Certificate of Existence of EATS, dated May 19, 2014, issued by the Secretary of State of Georgia (the “EATS Certificate of Existence”);

12.         that certain Certificate of Existence of Engineering Associates, dated May 19, 2014, issued by the Secretary of State of Georgia (the “Engineering Associates Certificate of Existence”);

13.         that certain Certificate of Existence of the STS, dated May 19, 2014, issued by the Secretary of State of Tennessee (the “STS Certificate of Existence”); and

14.         that certain Certificate of Existence of Watts Brothers, dated July 28, 2014, issued by the Secretary of State of Kentucky (the “Watts Brothers Certificate of Existence”).

To the extent that opinions expressed below involve matters of fact, we have relied, without investigation, upon the representations and warranties made in the Registration Statement and Opinion Documents.

ASSUMPTIONS

In making such examinations, we have with your permission assumed that:

(a)           except as otherwise expressly provided in our opinion paragraph 1 below, the Relevant Parties are duly organized, validly existing and in good standing under the laws applicable in the jurisdictions of their respective organization and existence and in all other places in which they are conducting their respective businesses, and are validly existing in good standing under the laws of the jurisdictions where they are required to exist or be qualified for the purpose of selling, issuing, purchasing and exchanging the Notes (as applicable), with full power and authority to sell, issue, purchase and exchange the Notes (as applicable).  For the purposes of this opinion letter, the term “Relevant Parties” shall mean the Dycom Parties, the Trustee and the holders of the Notes;

(b)           the Examined Documents have been duly authorized, executed, acknowledged (as applicable), and delivered by each of the Relevant Parties (other than the Georgia Subsidiaries, the Tennessee Subsidiary and the Kentucky Subsidiary) for value received, and nothing in the charter, bylaws (or the equivalent thereof), the operating agreement, articles of organization, partnership agreement or certificate of limited partnership or any other organizational document of any of the Relevant Parties ((other than the Georgia Subsidiaries, the Tennessee Subsidiary and the Kentucky Subsidiary) prohibits or impairs any such Relevant Parties from executing the Opinion Documents or performing the transactions contemplated by the Opinion Documents and each of the Relevant Parties (other than the Georgia Subsidiaries, the Tennessee Subsidiary and the Kentucky Subsidiary) has the full corporate, partnership, limited liability company and/or other entity power and authority to execute, deliver and perform its obligations under the Opinion Documents and all documents required to be executed, delivered and performed thereunder;

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 5 of 7

(c)           the Opinion Documents, the Examined Documents and the respective copies of each that have been examined by us conform to the respective originals;

(d)           no court order, administrative ruling, contract, regulation or statute (other than, with respect to the Georgia Subsidiaries, a regulation or statute of Georgia, with respect to the Tennessee Subsidiary, a regulation or statute of Tennessee, and, with respect to the Kentucky Subsidiary, a regulation or statute of Kentucky) governing any of the Relevant Parties prohibits or limits any of the Relevant Parties from executing the Opinion Documents or performing the transactions contemplated by the Opinion Documents;

(e)           the Opinion Documents and the Examined Documents fully express the agreements and understandings of the parties thereto, and there are no other verbal or written agreements or provisions set forth in any other document(s) which would bear upon the opinions expressed herein, and there exists no usage of trade or course of prior dealing among any parties which could supplement or qualify the terms of the Opinion Documents or the Examined Documents;

(f)           the genuineness of all signatures; and

(g)           the legal capacity of each natural person who executed any document relied upon by us as set forth above in this Opinion, including, without limitation, the Examined Documents.

Although we have not conducted an independent investigation of the accuracy of any of these assumptions, nothing has come to our attention leading us to question the material accuracy of said assumptions.

OPINIONS

Subject to the foregoing assumptions and further qualifications and limitations as stated herein, we are of the opinion that:

1.            (a)           UtiliQuest has been duly organized as a limited liability company and is validly existing under the laws of the State Georgia;

(b)           NeoCom has been duly incorporated as a corporation and is validly existing under the laws of the State of Georgia;

(c)           EATS has been duly incorporated as a corporation and is validly existing under the laws of the State of Georgia;

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 6 of 7

(d)           Engineering Services has been duly incorporated as a corporation and is validly existing under the laws of the State of Georgia;

(e)           STS has been duly organized as a limited liability company, is validly existing and in good standing under the laws of the State Tennessee; and

(f)           Watts Brothers has been duly incorporated as a corporation and is validly existing under the laws of the Commonwealth of Kentucky.

2.           Each of the Georgia Subsidiaries, the Tennessee Subsidiary and the Kentucky Subsidiary has the requisite limited liability company or corporate power and capacity to guarantee the Notes pursuant to the terms of the Indentures and perform their respective obligations as Guarantors.

3.           The participation of the Georgia Subsidiaries, the Tennessee Subsidiary and the Kentucky Subsidiary as guarantors under the transactions contemplated by the Registration Statement, and the prospective execution, delivery and performance by each of the Georgia Subsidiaries, the Tennessee Subsidiary and the Kentucky Subsidiary of its respective obligations under the Opinion Documents have been duly authorized by all requisite corporate or limited liability company action on the part of such entities and, as of the date of each respective transaction, each such entity has the power to enter into the transactions contemplated therein.

QUALIFICATIONS AND LIMITATIONS

Notwithstanding anything herein to the contrary, the opinions set forth above are qualified and limited as stated therein and are further qualified as follows, and we express no opinion as to the following:

(i)           We have not undertaken any independent investigation to determine the existence or absence of any facts (other than those which are readily ascertainable or which are material to our rendering the above opinions) contrary to the opinions expressed herein, and no inference as to the knowledge of the existence of such facts should be drawn from the fact of our representation of the Subsidiaries;

(ii)           We express no opinion as to the validity or enforceability of any of the Opinion Documents; and

(iii)          We express no opinion as to the application or effect of any federal or state securities or anti-trust laws, rules or regulations on or to the transaction.

The foregoing opinions represent our current professional judgment but are not a guaranty or warranty as to the certainty of the matter.

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 7 of 7

The opinions expressed in this letter are given for your benefit and your successors and assigns and may be relied upon by Shearman & Sterling LLP, as your legal counsel, in connection with the Shelf Offering and the filing of the Registration Statement and we hereby consent to the filing of this letter as an exhibit to the Registration Statement.  In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder.

Except as expressly permitted herein, this letter may not be otherwise reproduced, quoted in whole or in part, filed publicly, or circulated to, relied upon by, nor used in connection with any other transaction.  This letter addresses the law as of the date hereof and we undertake no obligation to inform you of any changes in the law occurring after the date hereof.

The foregoing opinions are limited to the laws of the State of Georgia with respect to the Georgia Subsidiaries, to the laws of State of Tennessee with respect to the Tennessee Subsidiary and the laws of the Commonwealth of Kentucky with respect to the Kentucky Subsidiary, as are presently in effect in each such state, excluding the securities provisions thereof.  We have not considered and express no opinion on the laws of any other jurisdiction, including, without limitation, federal laws and rules and regulations relating thereto.

Very truly yours,

/s/ Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.

Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.

EX-5.4

CHARLES GORDON BROWN   gbrown@brownandbunch.com WILLIAM W. BUNCH, III     bbunch@brownandbunch.net LEANN NEASE BROWN   lnease@brownandbunch.com JENIFER R. WOLFE   jwolfe@brownandbunch.com BROWN&BUNCH, PLLC ATTORNEYS AND COUNSELORS AT LAW   101 North Columbia Street Chapel Hill, North Carolina  27514 (919) 968-1111 Facsimile:  (919) 968-1444 RALEIGH OFFICE 4700 HOMEWOOD COURT SUITE 265 RALEIGH, NORTH CAROLINA  27609 (919) 878-806 FACSIMILE (919) 878-8062

September 8, 2014

Dycom Industries, Inc.

Dycom Investments, Inc.

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, FL  33408

Re: Dycom Industries, Inc. and Dycom Investments, Inc. Automatic Shelf Registration Statement on Form S-3.

Ladies and Gentlemen:

We have acted as counsel to Globe Communications, LLC, a North Carolina limited liability company, and Communication Services, LLC, a North Carolina limited liability company, (each a “North Carolina Guarantor” and, collectively, the “North Carolina Guarantors”) in connection with the preparation and filing by Dycom Industries, Inc., a Florida corporation (the “Company”), Dycom Investments, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Dycom Investments”), and certain other subsidiaries of the Company (collectively, the “Subsidiaries,” and, together with the Company, Dycom Investments and the North Carolina Guarantors, the “Registrants”) of an automatic shelf registration statement on Form S-3 (the “Shelf Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) relating to the issuance and offering, from time to time, of, among other securities and instruments, (1) debt securities of the Company (the “Company Debt Securities”), (2) debt securities of Dycom Investments (the “Subsidiary Debt Securities” and, together with the Company Debt Securities, the “Debt Securities”) and (iii) guarantees of the Debt Securities (the “Guarantees”) by one or more of the Registrants (each a “Guarantor”) and, collectively, the “Guarantors”), including, without limitation, the Guarantees pursuant to which the North Carolina Guarantors will be guarantors (the “Subsidiary Guarantees”).

Pursuant to the prospectus forming a part of the Shelf Registration Statement (the “Prospectus”), the Company and Dycom Investments propose to register the Debt Securities under the Securities Act as set forth in the Shelf Registration Statement and to be issued pursuant to one or more indentures among the Company or Dycom Investments, respectively, the Guarantors, if any, and the trustee parties thereto, in the forms filed with the Commission as exhibits to the Registrants’ registration statement on Form S-3/A on June 23, 2011, which forms are incorporated by reference as exhibits to the Shelf Registration Statement (the “Indentures”).

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 2

In our capacity as counsel to each North Carolina Guarantor, we have reviewed originals or copies of the following documents:

(a)           Shelf Registration Statement.

(b)           Originals or copies of such other corporate records of the North Carolina Guarantors, certificates of public officials and of officers of the North Carolina Guarantors and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below (the “Other Reviewed Documents”).

We have also examined originals or certified or other reasonably authenticated copies of such records, instruments and other documents as we have deemed necessary or appropriate for the purposes of this opinion.  As to questions of fact material to our opinion, we have relied upon the representations made in the Shelf Registration Statement, the Other Reviewed Documents and

• Resolutions of the Board of Directors by Unanimous Written Consent in Lieu of Meeting of Globe Communications, LLC dated May 21, 2014, and

• Resolutions of the Board of Directors by Unanimous Written Consent in Lieu of Meeting of Communication Services, LLC dated May 21, 2014.

We have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity to the originals of all documents submitted to and reviewed by us as copies.

The laws upon which our opinions are based upon and are limited to the laws of the State of North Carolina (hereinafter referred to as the “Laws”).

Based on the foregoing, and having regard for legal considerations that we deem relevant, we are of the following opinions:

1.           Each North Carolina Guarantor is an entity validly existing and in good standing under the laws of the State of North Carolina, which is the state of each North Carolina Guarantor’s organization.

2.           Each North Carolina Guarantor has the corporate power and capacity to guarantee the Debt Securities pursuant to the terms of the forms of Indentures identified above and to perform its obligations under the Subsidiary Guarantees.

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 3

3.           The Subsidiary Guarantees, upon being duly authorized by all necessary corporate action, executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate law purposes by each North Carolina Guarantor.

We have not been asked to, and do not render any opinion with respect to, any matters except as expressly set forth above.  The opinions expressed herein are limited to matters governed by the laws of the State of North Carolina.  To the extent the Subsidiary Guarantees are or may be governed by the laws of any state or sovereign other than North Carolina, including the United States of America, we offer no opinion.  We express no opinion as to the accuracy, correctness or completeness of any statement in the Shelf Registration Statement.  We express no opinion as to the enforceability of the Subsidiary Guarantees in conformity with their terms, other than as opined respecting valid authorization, execution and delivery for corporate purposes by each North Carolina Guarantor.

This opinion speaks only as of the date hereof and as of the earlier dates expressly addressed above.  We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter that might affect the opinion expressed herein, whether or not brought to our attention.

We hereby consent to the filing of this opinion as an exhibit to the Shelf Registration Statement.  In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder.  Subject to the foregoing, this opinion letter is provided to you and may be relied upon by Shearman & Sterling LLP, New York, New York, as your legal counsel, and is for your benefit and for reliance of Shearman & Sterling LLP only in connection with the transaction referenced in the first paragraph.  This opinion letter may not be used or relied on for any other purpose without our prior written consent.

	BROWN & BUNCH, PLLC
By:	/s/ Charles G. Brown
	Charles G. Brown, Member/Manager

EX-5.5

Suite 2300

777 – 108th NE,

Bellevue, WA  98004

425.646.6100 tel

425.646.6199 fax

www.dwt.com

September 8, 2014

Dycom Industries, Inc.

Dycom Investments, Inc.

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, FL 33408

Re:  Locating, Inc.

Ladies and Gentlemen:

We have acted as local Washington State counsel to Locating, Inc., a Washington corporation (“Locating”), a subsidiary of  Dycom Investments, Inc., a Delaware corporation (“Investments”), in connection with the preparation and filing by the Dycom Industries, Inc. (the “Company”), Investments and certain other subsidiaries of the Company (the “Subsidiaries” and, together with the Company, Investments and Locating, the “Registrants”), of an automatic shelf registration statement on Form S-3ASR (the “Shelf Registration Statement”) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the offering, from time to time, pursuant to Rule 415 under the Securities Act, of (i) debt securities of the Company (the “Company Debt Securities”), which may be senior or subordinated, (ii) debt securities of Investments (the “Investments Debt Securities” and, together with the Company Debt Securities, the “Debt Securities”) which may be senior or subordinated, (iii) guarantees of the Debt Securities (the “Guarantees”) by one or more of the Registrants (each a “Guarantor”) and, collectively, the “Guarantors”), including, without limitation, the Guarantees pursuant to which Locating will be a Guarantor (the “Locating Guarantee”), (iv) common stock, par value $0.33 1/3 per share, of the Company (the “Common Stock”), (v) preferred stock, par value $1.00 per share, of the Company (the “Preferred Stock”), which may be issued as such or in the form of depositary shares (the “Depositary Shares”) evidenced by depositary receipts issued against deposit of shares of Preferred Stock pursuant to a deposit agreement to be entered into between the Company and a bank or trust company selected by the Company (the “Depositary”), (vi) warrants to purchase Debt Securities, Preferred Stock, Depositary Shares, Common Stock, or any combination thereof (the “Warrants”), (vii) securities purchase contracts of the Company (the “Securities Purchase Contracts”), obligating the holders thereof to purchase from or sell to the company, or the Company to sell to or purchase from such holders, shares of Common Stock, Preferred Stock, Depositary Shares or Debt Securities at a future date or dates and (viii) units of the Company consisting of one or more of Company Debt Securities, Common Stock, Preferred Stock, Depositary shares, Warrants or Securities Purchase Contracts (the “Units”) and, together with the Debt Securities, the Guarantees, the Common Stock, the Preferred Stock, the Depositary Shares, the Warrants and the Securities Purchase Contracts, the “Securities”).

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 2

The offering of the Securities will be as set forth in the prospectus forming a part of the Shelf Registration Statement (the “Prospectus”), as supplemented by one or more supplements to the Prospectus (each supplement, a “Prospectus Supplement”).  The Debt Securities will be issued pursuant to one or more Indentures (the “Indentures”) among the Company or Investments, respectively, the Guarantors, if any, and the trustees parties thereto, forms of which were filed with the Securities and Exchange Commission as exhibits to the Registrants’ registration statement on Form S-3/A on June 23, 2011 and are incorporated by reference as exhibits to the Shelf Registration Statement.

This opinion letter is provided to you at the request of Locating.

The law covered by the opinions expressed herein is limited to the laws of the Stateof Washington.

A.           Documents and Matters Examined

In connection with this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, records, certificates and statements of government officials, officers and other representatives of the persons referred to therein, and such other documents as we have deemed relevant or necessary as the basis for the opinions herein expressed, including the following:

A-1           The Shelf Registration Statement;

A-2           Articles of Incorporation of Locating, dated February 16, 1984;

A-3           Bylaws of Locating, dated February 17, 1984;

A-4           Certificate of Existence/Authorization of Locating as issued by the Secretary of State of Washington dated September 3, 2014 (the “Washington Certificate”); and

A-5           Resolutions of the Board of Directors of Locating by Unanimous Written Consent in Lieu of a Meeting dated May 21, 2014.

B.           Assumptions

In rendering our opinions expressed below, we have assumed

B-1           The genuineness of all signatures;

B-2           The authenticity of the originals of the documents submitted to us;

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 3

B-3           The conformity to authentic originals of any documents submitted to us as copies;

B-4           That the Articles and Bylaws have not been amended or revoked since the dates thereof as stated in A-2 and A-3.

B-5           As to matters of fact, the truthfulness of the representations made in the Shelf Registration Statement and the included Prospectus, the Indentures, and in certificates of public officials and officers of the Company, Investments and Locating; and

B-6           That the Locating Guarantee, as issued and delivered, will comply with all restrictions, if any, applicable to Locating whether imposed by any agreement or instrument to which Locating is a party or by which it is bound or any court or other governmental or regulatory body having jurisdiction over Locating or otherwise.

We have not independently established the validity of the foregoing assumptions.

C.           Opinions

Based on the foregoing examinations and assumptions and subject to the qualifications and exclusions stated below, we are of the opinion that:

C-1           Locating is a corporation validly existing under Washington law.

C-2           Locating has corporate power and authority to guarantee the Debt Securities pursuant to the terms of the Indentures and perform its obligations under the Locating Guarantee.

C-3           The Locating Guarantee, upon being duly authorized by all necessary corporate action, executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate law purposes by Locating.

D.           Exclusions

We express no opinion as to the following:

D-1           The accuracy, correctness or completeness of any statement in the Shelf Registration Statement.

This opinion letter has been prepared, and is to be understood, in accordance with customary practice of lawyers who give and lawyers who regularly advise recipients regarding opinions of this kind, is limited to the matters expressly stated herein and is provided solely for purposes of complying with the requirements of the Shelf Registration Statement, and no opinions may be inferred or implied beyond the matters expressly stated herein.  This opinion letter is delivered only as of its date and without any undertaking to advise you of any changes of law or fact that occur after the date of this opinion letter even though the changes may affect the legal analysis, a legal conclusion or information confirmed in this opinion letter.

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 4

We hereby consent to the filing of this opinion as an exhibit to the Shelf Registration Statement.  In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 and 11 of the Act or the rules and regulations promulgated thereunder.  Subject to the foregoing, this opinion letter is rendered to you and may be relied upon by Shearman & Sterling LLP as your legal counsel, and is for your benefit and for reliance of Shearman & Sterling LLP in connection with the transactions contemplated by the Shelf Registration Statement.  This opinion letter may not be used or relied on for any other purpose without our prior written consent.

Very truly yours,

/s/ DAVIS WRIGHT TREMAINE LLP

EX-5.6

Fennemore Craig, p.c.

2394 East Camelback Road, Suite 600

Phoenix, Arizona 85016

(602) 916-5000

September 8, 2014

Dycom Industries, Inc.

Dycom Investments, Inc.

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, Florida 33408

RE: That certain automatic shelf registration statement on Form S-3, as amended from time to time (the “Registration Statement”), made by, among others, Dycom Industries, Inc., a Florida corporation (“Dycom”) and Dycom Investments, Inc., a Delaware corporation (the “Company”), as filed with the United States Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”)

Ladies and Gentlemen:

We have been asked to render a legal opinion, as special counsel in the State of Arizona (the “State”) to Pauley Construction Inc., an Arizona corporation (“Subsidiary”), in connection with the preparation and filing by Dycom, the Company, and certain other subsidiaries of the Company (collectively, the “subsidiaries,” and, together with Dycom, the Company and the Subsidiary, the “Registrants”) of the Registration Statement with the SEC under the Securities Act relating to the issuance and offering, from time to time, of, among other securities and instruments, (1) debt securities of Dycom (the “Dycom Debt Securities”), (2) debt securities of the Company (the “Company Debt Securities” and, together with the Dycom Debt Securities, the “Debt Securities”) and (iii) guarantees of the Debt Securities (the “Guarantees”) by one or more of the Registrants (each a “Guarantor” and, collectively, the “Guarantors”), including, without limitation, the Guarantees pursuant to which the Subsidiary will be Guarantor (the “Subsidiary Guarantee”).

Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), Dycom and the Company propose to register the Debt Securities under the Securities Act as set forth in the Registration Statement and to be issued pursuant to one or more Indentures (the “Indentures”) among Dycom or the Company, respectively, the Guarantors, if any, and the trustees parties thereto, forms of which were filed with the Commission as exhibits to the Registrants’ registration statement on Form S-3/A on June 23, 2011 and are incorporated by reference as exhibits to the Registration Statement.

Unless otherwise defined herein or unless the context requires otherwise, capitalized terms defined in the Registration Statement and Prospectus shall have the same meaning when used herein.

In connection with rendering our opinion, we have examined the following documents:

a.           The Registration Statement;

b.           the Prospectus; and

c.           The Indentures, containing the form of the Subsidiary Guarantee to be issued by the Subsidiary.

The Registration Statement, Prospectus and Indentures are herein collectively referred to as the “Documents.”  We have been retained by Subsidiary to review the Documents only for the purpose of reviewing such documents in connection with the rendering of the opinions contained herein.

As to certain matters of fact bearing upon the opinions expressed herein, we have reviewed and relied on:

(i)           Articles of Incorporation of Subsidiary dated April 18, 1991, as filed with the State of Arizona, Office of the Corporation Commission on April 19, 1991 (the “Articles”);

(ii)          Bylaws of Subsidiary dated April 18, 1991 (the “Bylaws”);

(iii)Certificate of Good Standing for Subsidiary issued on August 15, 2014, by the State of Arizona, Office of the Corporation Commission (“Good Standing Certificate”); and

(iv)           Resolutions of the Board of Directors of Subsidiary dated May 23, 2014 (“Board Resolutions”).

The Articles, Bylaws, Good Standing Certificate and Board Resolutions are herein collectively referred to as the “Authority Documents.”

In rendering the opinions expressed herein, we have assumed the following:

(a)           The representations and warranties and other statements contained in the Registration Statement, Prospectus and Authority Documents are true, correct and complete as to all matters of fact;

(b)           The Registration Statement and Prospectus contain all disclosures of fact in a true and accurate manner as required by any Federal or state law;

(c)           The Registration Statement and Prospectus have been duly authorized and accepted by the parties thereto, other than Subsidiary;

(d)           The validity and enforceability of the Registration Statement and Prospectus are not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders; (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities; or (iv) bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws relating to or affecting the rights of creditors generally;

(e)           There are no oral or written statements or agreements that modify, amend or vary, or purport to modify, amend or vary, any of the terms of the Registration Statement or Prospectus;

(f)           No action has been taken, whether by oral or written statements or agreements, by Subsidiary or any of its stockholders, directors or officers to effect or authorize any amendment or other modification to the Articles or the Bylaws;

(g)           The Board Resolutions have not been amended, modified or rescinded, are in full force and effect as of the date hereof and are the only effective resolutions adopted by the Subsidiary authorizing the actions described therein;

(h)           The issuance of the Indentures and Subsidiary Guarantee has been duly authorized and approved by the Board of Directors of Dycom and/or the Company and/or their respective authorized finance committee;

(i)           Purchasers will receive no interest, charges, fees or other benefits or compensation in the nature of interest in connection with the transaction except those that Dycom, the Company and/or Subsidiary have agreed in writing in the Registration Statement, Prospectus or any other instrument issued pursuant thereto, to pay;

(j)           All signatures by the parties to the Registration Statement, including Subsidiary, are genuine; all documents submitted to us as originals are authentic; and all documents submitted to us as conformed, photographic or electronic copies conform to the original documents;

(k)           Subsidiary has paid all income taxes, fines, jeopardy on fraud assessments and interest due from it and payable to the State; and

(l)           As it relates to Subsidiary, the consideration for the Subsidiary Guarantee is sufficient and adequate consideration, and reasonable equivalent value has been given.

Based upon the foregoing assumptions and subject to the qualifications hereinafter set forth, it is our opinion that, as of the date hereof:

1.           Based solely on the Authority Documents, Subsidiary is a corporation duly formed, validly existing and in good standing under the laws of the State.

2.           Subsidiary has the requisite corporate power to guarantee the Debt Securities pursuant to the terms of the Indentures and perform its obligations under the Subsidiary Guarantees.

3.           The execution by Subsidiary of the Registration Statement has been duly authorized by all requisite corporate action of Subsidiary.  The Registration Statement has been duly executed and delivered by Subsidiary.

4.           The Subsidiary Guarantee, upon being duly authorized by all necessary corporate action, executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for State corporate law purposes by Subsidiary.

We express no opinion as to the following matters:

A.           The truth or accuracy of the factual statements contained in the Documents;

B.           The authority of Subsidiary to execute and deliver, or the validity or enforceability of, any Federal or State registration to be made by Subsidiary upon the issuance of any securities described in the Registration Statement or Prospectus; or

C.           The validity and enforceability of the Indentures, the Subsidiary Guarantee or any indenture or guaranty as may be issued as described in the Registration Statement or Prospectus.

The Documents indicate they are to be governed by the laws other than those of the State.  We have no knowledge of those laws and express no opinion thereon.  We are qualified to practice law in the State and we do not purport to be experts on, or to express any opinion herein concerning, any matter governed by the laws of any jurisdiction other than the laws of the State and the Federal law of the United States, except that we express no opinion as to the application or effect of any Federal or state securities or anti-trust laws, rules or regulations on or to the transaction.  With respect to such law, our opinions are as to what the law is or might reasonably be expected to be at the date hereof, and we assume no obligation to revise or supplement this opinion due to any change in the law by legislative action, judicial decision or otherwise.  Furthermore, nothing in this letter is intended to, and this letter shall not be deemed to, create any obligation on the part of this firm to undertake or assume any responsibility or obligation to file or record any documents, file any continuation statements, prepare or file any amendments or modifications, or take any steps or actions whatsoever after the date of this letter.

We do not render any opinion with respect to any matters other than those expressly set forth above.  We are furnishing this opinion to you and your successor and assigns, and it may be relied upon by Shearman & Sterling, LLP, as your legal counsel, in connection with the filing of the Registration Statement, and we hereby consent to the filing of this letter as an exhibit to the Registration Statement.  In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder.

Except as otherwise provided in the immediately preceding paragraph, this opinion may not be otherwise reproduced, quoted in whole or in part, filed publicly, or circulated, or relied upon, for any other purpose nor used in connection with any other transaction without our prior written consent.

Sincerely,

FENNEMORE CRAIG, P.C.

/s/ Laura A. Lo Bianco

for Fennemore Craig, P.C.

CLR/LLOB/RROB

9443572.2/033929.0001

EX-5.7

September 8, 2014

Dycom Industries, Inc.

Dycom Investments, Inc.

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, Florida  33408

Re: Dycom Industries, Inc. and Dycom Investments, Inc. Automatic Shelf Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel in the State of Illinois to Professional Teleconcepts, Inc., an Illinois corporation (the “Illinois Guarantor”) in connection with the preparation and filing by Dycom Industries, Inc., a Florida corporation (the “Company”), Dycom Investments, Inc., a Delaware corporation (“Investments”), and certain other subsidiaries of the Company (collectively, the “Subsidiaries,” and, together with the Company, Investments and the Illinois Guarantor, the “Registrants”), on the date hereof of a registration statement on Form S-3 ASR (automatic shelf registration, the “Registration Statement”) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and offering, from time to time, of, among other securities and instruments, (1) debt securities of the Company (the “Company Debt Securities”), (2) debt securities of Investments (the “Investments Debt Securities” and, together with the Company Debt Securities, the “Debt Securities”) and (iii) guarantees of the Debt Securities (the “Guarantees”) by one or more of the Registrants (each a “Guarantor”) and, collectively, the “Guarantors”), including, without limitation, the Guarantees pursuant to which the Illinois Guarantor will be Guarantor (the “Subsidiary Guarantees”).

Each of the Guarantors will jointly and severally guarantee, on a senior basis, the due and punctual payment of all amounts payable under senior Debt Securities, including principal, premium, if any, and interest.  Each of the Guarantors will pursuant to the Guarantees jointly and severally guarantee, on a basis subordinated to the prior payment in full of all senior indebtedness of each such Guarantor, the due and punctual payment of all amounts payable under the subordinated Debt Securities, including principal, premium, if any, and interest. The obligations of each of the Guarantors under the Guarantees will be limited as necessary to prevent that guarantee from constituting a fraudulent conveyance under applicable law. There is no assurance that this limitation will protect the Guarantees from fraudulent conveyance or fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the Guarantees would suffice, if necessary, to pay the Debt Securities in full when due.

Pursuant to the prospectus forming a part of the Shelf Registration Statement (the “Prospectus”), the Company and Investments propose to register the Debt Securities under the Securities Act as set forth in the Registration Statement and to be issued pursuant to one or more Indentures (the “Indentures”) among the Company or Investments, respectively, the Guarantors, if any, and the trustees parties thereto, forms of which were filed with the Commission as exhibits to the Registrants’ registration statement on Form S-3/A on June 23, 2011 and are incorporated by reference as exhibits to the Shelf Registration Statement.

Dycom Industries, Inc.

September 8, 2014

page 2

For purposes of giving the opinion hereinafter set forth, we have examined:

1. An authenticated copy of the Illinois Guarantor’s Articles of Incorporation, as filed with the Office of the Secretary of State of the State of Illinois (the “Secretary of State”) on September 30, 1991, as subsequently corrected on January 31, 1997;

2. An authenticated copy of the Illinois Guarantor’s Articles of Merger, as filed with the Secretary of State, on December 31, 2007, with the Illinois Guarantor being the surviving party governed by the laws of the State of Illinois;

3. The Illinois Guarantor’s By-laws, dated January 1, 2005, as in effect on the date hereof;

4. Resolutions of the Board of Directors by Unanimous Written Consent In Lieu of Meeting of Professional Teleconcepts, Inc., an Illinois corporation, effective as of May 21, 2014:

a. empowering, authorizing, and directing designated officers in the name and on behalf of the Illinois Guarantor to prepare, execute and file, or cause to be filed, as exhibits to the Registration Statement, forms of all agreements and instruments necessary to provide for the issuance, offer, and sale of the Guarantee by the Illinois Guarantor (“Illinois Guarantee”) or to create or establish the terms of any such Illinois Guarantee and the rights of the holders thereof;

b. approving the filing of the Registration Statement and amendments thereto in respect of the Illinois Guarantor;

c. authorizing and directing the execution of a power of attorney with full power of substitution to sign any and all amendments to the Registration Statement;

d. appointing Richard B. Vilsoet as agent for service of process of the Illinois Guarantor;

e. authorizing and directing designated officers to execute and cause to be filed documents necessary or appropriate to obtain approval from the Financial Industry Regulatory Authority, Inc. or any other regulatory authority having jurisdiction in connection with the Shelf Registration and the Illinois Guarantor;

f. authorizing designated officers to take necessary or advisable action to comply with applicable state laws related to the Registration Statement; and

g. empowering, authorizing and directing designated officers on behalf of the Illinois Guarantor to take and all actions and to pay all fees and expenses necessary, advisable, or appropriate to consummate any and all transactions contemplated by the Illinois Guarantee.

5. An authenticated Certificate of Good Standing from the Secretary of State for the Illinois Guarantor, dated September 8, 2014; and

6. The form of the Registration Statement dated September 8, 2014.

The documents referred to in (1) through (4) above are collectively referred to with respect to the Illinois Guarantor as the “Organizational Documents.”  

For purposes of this opinion we have not reviewed any documents other than the documents listed in (1) through (6) above.  In particular, we have not conducted any independent investigation beyond our review of the documents listed in (1) through (6) above, and we have not reviewed any document (other than the documents listed in (1) through (6) above) that is referred to or incorporated by reference into the documents reviewed by us.  Moreover, as to certain facts material to the opinions expressed herein, we have relied upon the representations and warranties contained in the documents and certificates examined by us. We have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as copies.

Dycom Industries, Inc.

September 8, 2014

page 3

 
 

The laws upon which our opinions are based are limited to the laws of the State of Illinois (hereinafter referred to as the “Laws”).

Based on the foregoing, and having regard for legal considerations that we deem relevant, we are of the following opinions:

1. The Illinois Guarantor is an entity validly existing and in good standing under the laws of the State of Illinois, which is the state of the Illinois Guarantor’s organization; and

2. Under the Illinois Guarantor’s Articles of Incorporation and its Bylaws, the Illinois Guarantor has the corporate power and legal capacity to act as a Guarantor of the Debt Securities pursuant to the terms of the Indentures and perform its obligations under the Subsidiary Guarantees.

3. The Subsidiary Guarantees, upon being duly authorized by all necessary corporate action, executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate law purposes by the Illinois Guarantor.

We have not been asked to, and do not, render any opinion with respect to any matters except as expressly set forth above.  The opinions expressed herein are limited to matters governed by the laws of the State of Illinois.  To the extent any documents are or may be governed by the laws of any state or sovereign other than Illinois, including the United States of America, we offer no opinion.  We express no opinion as to the accuracy, correctness, or completeness of any statement in the Registration Statement.

This opinion speaks only as of the date hereof and as of the earlier dates expressly addressed above.  We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed herein, whether or not brought to our attention.

            We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder.  Subject to the foregoing, this opinion letter is provided to you and may be relied upon by Shearman & Sterling LLP, New York, New York, as your legal counsel, and is for your benefit and for reliance of Shearman & Sterling LLP only in connection with the transaction referenced in the first paragraph.  This opinion letter may not be used or relied on for any other purpose without our prior written consent.

Sincerely yours,

/s/ Kopecky Schumacher Bleakley Rosenburg PC

By:   Elizabeth A. Bleakley, Principal

EX-5.8

September 8, 2014

Dycom Investments, Inc.	19940.004
11770 U.S. Highway 1, Suite 101
Palm Beach Gardens, Florida  33408

Re: Dycom Investments, Inc.

Ladies and Gentlemen:

We have acted as special Louisiana counsel to Point to Point Communications, Inc., a Louisiana corporation (the “Company”), in connection with the filing by Dycom Industries, Inc., a Florida corporation (the “Parent”), Dycom Investments, Inc., a Delaware corporation (“Investments”), and certain other subsidiaries of the Parent (collectively, the “Subsidiary Guarantors,” and, together with the Parent, Investments and the Company, the “Guarantors”) of an automatic shelf registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”) on the date hereof.

In our capacity as special Louisiana counsel to the Company, we have reviewed originals or copies of the following documents:

(a)           the Registration Statement;

(b) the Articles of Incorporation of the Company, certified by the Secretary of State of the State of Louisiana, as in effect on August 18, 2014;

(c) a true and correct copy of the Bylaws of the Company;

(d) resolutions of the Board of Directors of the Company adopted by Unanimous Consent, dated as of May 21, 2014; and

(e) a certificate from the Secretary of State of the State of Louisiana dated August 18, 2014 as to the good standing of the Company under the laws of the State of Louisiana.

Dycom Investments, Inc.

September 8, 2014

Page 2

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinions set forth herein.  As to any facts material to the opinions and statements expressed herein that we did not independently establish or verify, we have relied, to the extent we deem appropriate, upon statements, representations and certifications of officers and other representatives of the Company, and statements and certifications of public officials and others.

In rendering the opinions expressed below, we have assumed:

(i) The genuineness of all signatures and the legal capacity of all natural persons.

(ii) The authenticity of the originals of the documents submitted to us.

(iii) The conformity to authentic originals of any documents submitted to us as copies.

(iv) As to matters of fact, the truthfulness of the representations made or otherwise incorporated in the Registration Statement and representations and statements made in certificates of public officials and officers of the Company.

(v) That the guarantee by the Company of Investments and Parent’s debt securities registered under the Registration Statement (the “Guarantee”), as issued and delivered, will comply with all restrictions, if any, applicable to the Company whether imposed by any agreement or instrument to which the Company is a party or by which it is bound or any court or other governmental or regulatory body having jurisdiction over the Company or otherwise.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:

1. The Company is validly existing as a corporation and in good standing under the laws of the State of Louisiana.

2. The Company has the power to execute, deliver and perform, and has taken all corporate action necessary to authorize the execution, delivery and performance of, its obligations under the Guarantee.

Our opinions expressed above are subject to the following qualification: our opinions are limited to the applicable laws of the State of Louisiana, and we do not express any opinion herein concerning any other law.

Dycom Investments, Inc.

September 8, 2014

Page 3

This opinion letter is rendered to you in connection with the Registration Statement, and may be relied upon by Shearman & Sterling LLP in connection with or as support for its opinions rendered in connection with the Registration Statement.  This opinion letter may not be relied upon by you for any other purpose without our prior written consent.

This opinion letter speaks only as of the date hereof.  We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter that might affect the opinions expressed herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Liskow & Lewis

Liskow & Lewis,

A Professional Law Corporation

EX-5.9

K&L GATES LLP

405 N. KING STREET

SUITE 700

WILMINGTON, DE 19801

T +1 302 416 7000    F +1 302 416 7020  klgates.com

September 8, 2014

Dycom Industries, Inc.

Dycom Investments, Inc.

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, Florida 33408

Re: EachoftheEntitiesListedon ScheduleAAttachedHereto

Ladies and Gentlemen:

At your request, we have acted as special Delaware counsel for the limited purpose of rendering opinions as to matters of Delaware law with respect to each of the Delaware corporations and the Delaware limited liability companies listed on Schedule A attached hereto (collectively, the “Delaware Subsidiaries” and individually, a “Delaware Subsidiary”) in connection with the filing by Dycom Industries, Inc. (the “Company”), Dycom Investments, Inc. (“Investments”), and certain other subsidiaries of the Company, including the Delaware Subsidiaries, (collectively, the “Subsidiaries,” and, collectively with the Company and Investments, the “Registrants”) of a Form S-3 Registration Statement with the United States Securities and Exchange Commission on September 8, 2014 pursuant to the Securities Act of 1933, as amended (the “Registration Statement”) relating to the issuance and offering, from time to time, of, among other securities and instruments, (1) debt securities of the Company (the “Company Debt Securities”), (2) debt securities of Investments (the “Subsidiary Debt Securities” and, together with the Company Debt Securities, the “Debt Securities”) and (3) guarantees of the Debt Securities (the “Guarantees”) by one or more of the Registrants (each a “Guarantor” and, collectively, the “Guarantors”), including, without limitation, the Guarantees pursuant to which the Delaware Subsidiaries will be Guarantors (the “Subsidiary Guarantees”).

Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company and Investments propose to register the Debt Securities under the Securities Act of 1933, as amended, as set forth in the Registration Statement and to be issued pursuant to one or more Indentures (the “Indentures”) among the Company or Investments, respectively, the Guarantors, if any, and the trustees parties thereto, forms of which were filed with the United States Securities and Exchange Commission as exhibits to their registration statement on Form S-3/A on June 23, 2011 and are incorporated by reference as exhibits to the Registration Statement.

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 2

For purposes of giving the opinions hereinafter set forth, we have examined:

1.           A certified copy of the Certificate of Incorporation of each Delaware Subsidiary that is a Delaware corporation on the date hereof (each, a “Corporation”), as filed with the Office of the Secretary of State of the State of Delaware (the “Secretary of State”) on the date set forth opposite such Corporation’s name on Schedule B attached hereto (as to each such Corporation, its “Original Certificate of Incorporation”);

2.           A certified copy of any amendment to, or restatement of, the Original Certificate of Incorporation of any Corporation as set forth opposite such Corporation’s name on Schedule B attached hereto;

3.           The By-laws for each Corporation, as in effect on the date hereof;

4.           A certified copy of the Certificate of Formation of each Delaware Subsidiary that is a Delaware limited liability company on the date hereof (each, an “LLC”), as filed with the Secretary of State on the date set forth opposite such LLC’s name on Schedule C attached hereto (as to each such LLC, its “Original Certificate of Formation”);

5.           A certified copy of any amendment to, or restatement of, the Original Certificate of Formation of any LLC as set forth opposite such LLC’s name on Schedule C attached hereto;

6.           The Limited Liability Company Agreement of each LLC, as in effect on the date hereof;

7.           The Assignment and Assumption of Limited Liability Company Interests, dated as of December 3, 2012, by and between InfraSource FI, LLC (“InfraSource”) and PBG Acquisition III, LLC (“PBG”), transferring the sole limited liability company interest in Blair Park Services, LLC;

8.           The Assignment and Assumption of Limited Liability Company Interests, dated as of December 3, 2012, by and between InfraSource and PBG, transferring the sole limited liability company interest in Parkside Utility Construction, LLC (f/k/a InfraSource Telecommunication Services, LLC);

9.           The Assignment and Assumption of Limited Liability Company Interests, dated as of December 3, 2012, by and between Spalj Construction Company (“Spalj”) and PBG, transferring the sole limited liability company interest in Tjader, L.L.C. (“Tjader”);

10.           The Assignment and Assumption of Limited Liability Company Interests, effective as of December 3, 2012, by and between Spalj and PBG, transferring the sole limited liability company interest in Tjader;

11.           Resolutions of the Board of Directors or the Sole Member, as applicable, of each Delaware Subsidiary approving, among other things, its execution, delivery and performance of the Registration Statement and authorizing the future issuance of the Subsidiary Guarantee to which it is a party, to guarantee the Debt Securities issued pursuant to the Indentures (as to each such Delaware Subsidiary, its “Resolutions”);

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 3

12.           Certificates, dated as of September 8, 2014, certifying as to, among other things, certain organizational documents of each Delaware Subsidiary, the authorizing resolutions of the Board of Directors or the Sole Member, as applicable, of such Delaware Subsidiary, and certain other factual matters stated therein (each, an “Officer Certificate”);

13.           A Certificate of Good Standing for each Delaware Subsidiary, dated September 8, 2014, obtained from the Secretary of State;

14.           The Registration Statement; and

15.           The Indentures.

The documents referred to in (1) through (3) above are collectively referred to with respect to each Corporation as the “Corporation Organizational Documents.”  The documents referred to in (4) through (10) above are collectively referred to with respect to each LLC as the “LLC Organizational Documents.”  The documents referred to in (7) through (10) above are collectively referred to as the “Assignment Agreements.”  The documents referred to in (6) through (10), (14) and (15) above are collectively referred to as the “Agreements” and individually as an “Agreement.”

For purposes of this opinion we have not reviewed any documents other than the documents listed in (1) through (15) above.  In particular, we have not conducted any independent investigation beyond our review of the documents listed in (1) through (15) above, and we have not reviewed any document (other than the documents listed in (1) through (15) above) that is referred to or incorporated by reference into the documents reviewed by us.  Moreover, as to certain facts material to the opinions expressed herein, we have relied upon the representations and warranties contained in the documents and certificates examined by us.

Based upon the foregoing, and upon an examination of such questions of law of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

A.           Each Corporation (a) is validly existing and in good standing as a corporation under the laws of the State of Delaware, and (b) has the requisite corporate power and authority to execute and deliver the Subsidiary Guarantee to which it is a party, to guarantee the Debt Securities issued pursuant to the terms of the Indentures, and to perform its obligations under such Subsidiary Guarantee.

B.           Each LLC (a) is validly existing and in good standing as a limited liability company under the laws of the State of Delaware, and (b) has the requisite limited liability company power and authority to execute and deliver the Subsidiary Guarantee to which it is a party, to guarantee the Debt Securities issued pursuant to the terms of the Indentures, and to perform its obligations under such Subsidiary Guarantee.

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 4

C.           The execution and delivery by each Delaware Subsidiary of the Subsidiary Guarantee to which it is a party, to guarantee the Debt Securities issued pursuant to the terms of the Indentures, and the performance by such Delaware Subsidiary of its obligations under such Subsidiary Guarantee have been duly authorized by all necessary corporate or limited liability company action, as applicable, on behalf of such Delaware Subsidiary.

D.           Each Delaware Subsidiary (a) will have duly executed the Subsidiary Guarantee to which it is a party upon the execution of such Subsidiary Guarantee by a Designated Officer (as defined in such Delaware Subsidiary’s Resolutions) on behalf of such Delaware Subsidiary, and, (b) assuming its presentation of such Subsidiary Guarantee to the other parties thereto with no conditions, express or implied, regarding the effect of such presentation, will have duly delivered such Subsidiary Guarantee.

All of the foregoing opinions contained herein are subject to the following assumptions, qualifications, limitations and exceptions:

a.           The foregoing opinions are limited to the laws of the State of Delaware presently in effect, excluding the securities provisions thereof.  We have not considered and express no opinion on the laws of any other jurisdiction, including, without limitation, federal laws and rules and regulations relating thereto.

b.           We have assumed that any amendment or restatement of any document reviewed by us has been accomplished in accordance with, and was permitted by, the relevant provisions of applicable law and the relevant provisions of such document prior to its amendment or restatement from time to time.  We also have assumed the legal capacity of any natural persons who are signatories to any of the documents examined by us.

c.           We have assumed that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic and that all documents submitted to us as copies conform to the originals.

d.           We have assumed that each Agreement constitutes the legal, valid, binding and enforceable obligation of each of the parties thereto under the stated law of governance thereof.

e.           We have assumed that each statement in each Officer Certificate was true and complete when made and remains true and complete as of the date hereof.

f.           Except as expressly set forth above, we express no opinion on any document that is referred to or incorporated by reference into the documents reviewed by us.

Dycom Industries, Inc.

Dycom Investments, Inc.

September 8, 2014

Page 5

g.           This opinion is limited to (i) the present laws of the State of Delaware, (ii) present judicial interpretations of the matters described in clause (i), and (iii) the facts as they currently exist.  We assume no obligation to revise or supplement this opinion if any applicable laws change after the date of this opinion by legislative action, judicial decision, or otherwise, or if we become aware of any facts that might change the opinions expressed above after the date of this opinion.

We consent to the filing of this opinion letter with the United States Securities and Exchange Commission as an exhibit to the Registration Statement.  In giving the foregoing consent, we do not thereby admit that we come 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 United States Securities and Exchange Commission thereunder.  In addition, Shearman & Sterling LLP may rely on this opinion in connection with any legal opinion being rendered by the same on the date hereof with respect to the matters set forth herein.

Very truly yours,

/s/ K&L Gates LLP

Schedule A

Ansco & Associates, LLC

Apex Digital, LLC

Blair Park Services, LLC

Broadband Express, LLC

Broadband Installation Services, LLC

C-2 Utility Contractors, LLC

Cable Connectors, LLC

CableCom, LLC

CableCom of California, Inc.

Can-Am Communications, Inc.

Cavo Broadband Communications, LLC

CCLC, Inc.

CertusView Leasing, LLC

Communications Construction Group, LLC

Dycom Capital Management, Inc.

Dycom Corporate Identity, Inc.

Dycom Identity, LLC

Ervin Cable Construction, LLC

Golden State Utility Co.

Ivy H. Smith Company, LLC

Kanaan Communications, LLC

Lambert’s Cable Splicing Company, LLC

Midtown Express, LLC

NeoCom Solutions Holdings, LLC

Nichols Construction, LLC

Niels Fugal Sons Company, LLC

Niels Fugal Sons Company of California, Inc.

North Sky Communications, Inc.

OSP Services, LLC

Parkside Site & Utility Company Corporation

Parkside Utility Construction, LLC

PBG Acquisition III, LLC

Precision Valley Communications of Vermont, LLC

Prince Telecom, LLC

Prince Telecom of California, Inc.

RJE Telecom, LLC

Spalj Construction Company

Spectrum Wireless Solutions, Inc.

Star Construction, LLC

Stevens Communications, LLC

TCS Communications, LLC

Tesinc, LLC

Tjader, L.L.C.

Triple-D Communications, LLC

Underground Specialties, LLC

VCI Construction, Inc.

VCI Utility Services, Inc.

VCI Utility Services Holdings, LLC

White Mountain Cable Construction, LLC

Schedule B

Corporation Name	Date of Filing of Original Certificate of Incorporation	Amendments to or Restatements of the Original Certificate of Incorporation and the Dates of Filing Thereof
CableCom of California, Inc.	November 15, 2002	Certificate of Change of Registered Agent filed January 23, 2003
Can-Am Communications, Inc.	June 1, 1987	Certificate of Amendment filed June 19, 1987
		Certificate of Merger filed January 13, 1989
		Certificate of Change of Registered Agent filed October 27, 1989
		Certificate of Amendment filed August 12, 1991
		Certificate of Amendment filed November 15, 1996
		Certificate of Designations, Preferences and Rights of Class A Common Stock $.01 Par Value filed November 15, 1996
		Certificate of Amendment filed May 9, 1997
		Certificate of Amendment filed May 31, 2000
		Certificate of Designations of Participating Preferred Stock filed November 28, 2001
		Certificate of Ownership and Merger filed February 21, 2002

		Certificate of Amendment filed April 1, 2003
		Certificate of Merger filed November 7, 2008
CCLC, Inc.	February 16, 2000	Certificate of Change of Registered Agent filed November 22, 2002
		Certificate of Change of Registered Agent filed January 3, 2013
Dycom Capital Management, Inc.	November 15, 2002	Certificate of Change of Registered Agent filed December 3, 2003
Dycom Corporate Identity, Inc.	November 15, 2002	Certificate of Change of Registered Agent filed December 3, 2003
Golden State Utility Co.	April 3, 1998	Certificate of Merger filed April 15, 1998
		Certificate of Change of Registered Agent filed November 27, 2002
		Certificate of Merger filed December 31, 2003
		Certificate of Correction filed February 3, 2005
		Certificate of Correction filed February 9, 2005
		Certificate of Change of Registered Agent filed January 3, 2013
Niels Fugal Sons Company of California, Inc.	November 15, 2002	Certificate of Change of Registered Agent filed January 23, 2003
North Sky Communications, Inc.	June 3, 1999	Certificate of Merger filed July 15, 1999

		Certificate of Change of Registered Agent filed November 22, 2002
		Certificate of Change of Registered Agent filed January 3, 2013
Parkside Site & Utility Company Corporation	July 26, 1999	Certificate of Merger filed December 20, 2000
		Certificate of Change of Registered Agent filed November 27, 2002
		Certificate of Change of Registered Agent filed January 3, 2013
Prince Telecom of California, Inc.	October 14, 2009
Spalj Construction Company	April 6, 1998	Certificate of Merger filed May 5, 1998
		Certificate of Merger filed October 4, 1999
		Certificate of Merger filed December 29, 1999
		Agreement of Merger filed December 29, 1999
		Certificate of Merger filed July 17, 2000
		Certificate of Change of Registered Agent filed November 27, 2002
		Certificate of Merger filed December 31, 2003

		Certificate of Merger filed December 31, 2007
		Certificate of Merger filed December 24, 2008
		Certificate of Change of Registered Agent filed January 3, 2013
Spectrum Wireless Solutions, Inc.	June 3, 1999	Certificate of Amendment filed October 19, 1999
		Certificate of Change of Registered Agent filed November 22, 2002
		Certificate of Merger filed December 23, 2010
		Certificate of Change of Registered Agent filed January 3, 2013
		Certificate of Amendment filed January 29, 2013
VCI Construction, Inc.	October 22, 1998	Certificate of Merger filed March 9, 1999
		Certificate of Change of Registered Agent filed November 27, 2002
		Certificate of Merger filed December 23, 2011
		Certificate of Change of Registered Agent filed January 3, 2013
VCI Utility Services, Inc.	November 1, 2012	Certificate of Change of Registered Agent filed January 3, 2013

Schedule C

LLC Name	Date of Filing of Original Certificate of Formation	Amendments to or Restatements of the Original Certificate of Formation and the Dates of Filing Thereof
Ansco & Associates, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003
		Certificate of Merger, filed March 31, 2003
Apex Digital, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003
		Certificate of Merger filed March 31, 2003
		Certificate of Merger filed November 7, 2008
Blair Park Services, LLC	September 18, 2006	Certificate of Merger, filed December 28, 2006
		Certificate of Amendment filed October 10, 2007
		Certificate of Change of Registered Agent filed January 3, 2013
Broadband Express, LLC	September 12, 2008 (Simultaneously with the filing of a Certificate of Conversion)
Broadband Installation Services, LLC	September 12, 2008 (Simultaneously with the filing of a Certificate of Conversion)
C-2 Utility Contractors, LLC	December 11, 2002	Certificate of Merger filed March 31, 2003
		Certificate of Merger filed June 20, 2014

Cable Connectors, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003
		Certificate of Merger filed March 31, 2003
CableCom, LLC	December 11, 2002	Certificate of Merger filed December 29, 2003
Cavo Broadband Communications, LLC	March 15, 2007	Certificate of Amendment filed April 13, 2007
CertusView Leasing, LLC	May 22, 2008	Certificate of Amendment filed July 25, 2008
		Certificate of Amendment filed July 1, 2009
Communications Construction Group, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003
		Certificate of Merger filed March 31, 2003
		Certificate of Merger filed July 29, 2013
Dycom Identity, LLC	March 21, 2003
Ervin Cable Construction, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003
		Certificate of Merger filed March 28, 2003
Ivy H. Smith Company, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003
		Certificate of Merger filed December 29, 2003
Kanaan Communications, LLC	November 10, 2011
Lambert’s Cable Splicing Company, LLC	December 11, 2002	Certificate of Merger filed March 31, 2003
		Certificate of Amendment filed December 16, 2005

		Certificate of Merger filed November 7, 2008
Midtown Express, LLC	September 12, 2008 (Simultaneously with the filing of a Certificate of Conversion)
NeoCom Solutions Holdings, LLC	December 9, 2010	Amended and Restated Certificate of Formation filed January 24, 2011
		Certificate of Merger filed February 11, 2011
Nichols Construction, LLC	December 11, 2002	Certificate of Merger filed March 31, 2003
Niels Fugal Sons Company, LLC	December 11, 2002	Certificate of Merger filed March 31, 2003
OSP Services, LLC	August 4, 2004	Certificate of Amendment filed September 15, 2004
Parkside Utility Construction, LLC	December 14, 2007	Certificate of Change of Registered Agent filed January 3, 2013
		Certificate of Ownership and Merger filed January 29, 2013
PBG Acquisition III, LLC	August 12, 2011
Precision Valley Communications of Vermont, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003
		Certificate of Merger filed March 31, 2003
Prince Telecom, LLC	September 12, 2008 (Simultaneously with the filing of a Certificate of Conversion)
RJE Telecom, LLC	August 5, 2004	Amended & Restated Certificate of Formation filed August 6, 2004

		Certificate of Amendment filed September 15, 2004
		Certificate of Merger filed July 29, 2013
Star Construction, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003
		Certificate of Merger filed March 31, 2003
Stevens Communications, LLC	December 11, 2002	Certificate of Merger filed March 31, 2003
TCS Communications, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003
Tesinc, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003
		Certificate of Merger filed April 23, 2004
		Certificate of Merger filed June 20, 2014
Tjader, L.L.C.	July 6, 2000	Certificate of Amendment filed November 27, 2002
		Certificate of Change of Registered Agent filed January 3, 2013
Triple-D Communications, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003
		Certificate of Merger filed March 31, 2003
Underground Specialties, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003
		Certificate of Merger filed July 29, 2013

VCI Utility Services Holdings, LLC	March 12, 2013
White Mountain Cable Construction, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003

EX-5.10

VICTOR M. MORALES vmorales@mdmc-lawco.com	DIRECT DIAL: (303) 226-8963
September 8, 2014

Dycom Industries, Inc.

Dycom Investments, Inc.

11770 US Highway 1, Suite 101

Palm Beach Gardens, FL 33408

Re: That certain Automatic Shelf Registration Statement on Form S-3 as amended from time-to-time (the “Registration Statement”) made by Dycom Industries, Inc. (the “Company”), a Florida corporation, Dycom Investments, Inc. (“Investments”), a Delaware corporation, and certain subsidiaries of the Company (collectively, the “Subsidiaries,” and, together with the Company and Investments, the “Registrants”) as filed with the United States Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“the Securities Act”) relating to the issuance of securities, including but not limited to, senior and subordinated debt securities by the Company and/or Investments (the “Debt Securities”), and guarantees of the Debt Securities (the “Guarantees”) on an unsecured basis by one or more of the Registrants (each a “Guarantor”) and, collectively, the “Guarantors”), including, without limitation, the Guarantees pursuant to which Sage (as defined below) will be Guarantor (the “Subsidiary Guarantee”).

Ladies and Gentlemen:

We have been asked to render a legal opinion, as special counsel in the State of Colorado (“the State”) to Sage Telecommunications Corp. of Colorado, LLC (“Sage”), being one of the Subsidiaries and Registrants, in connection with the Registration Statement and the Prospectus forming a part of the Registration Statement (the “Prospectus”).  Pursuant to the Prospectus, the Company and Investments propose to register the Debt Securities under the Securities Act as set forth in the Registration Statement and to be issued pursuant to one or more Indentures (the “Indentures”) among the Company or Investments, respectively, the Guarantors, if any, and the trustees parties thereto, forms of which were filed with the SEC as exhibits to the Registrants’ Registration Statement on Form S-3/A on June 23, 2011, and are incorporated by reference as exhibits to the Registration Statement.

Unless otherwise defined herein or unless the context requires otherwise, capitalized terms defined in the Registration Statement shall have the same meaning when used herein.

In connection with rendering our opinion, we have examined the following documents:

(a) the Registration Statement; and

Dycom Investments, Inc.

September 8, 2014

Page 2

(b) the Indentures.

The Registration Statement and the Indentures are collectively referred to as “the Documents.”  We have been retained by Sage to review the Documents only for the purpose of reviewing such documents in connection with the rendering of the opinions contained herein.

As to certain matters of fact bearing upon the opinions expressed herein, we have reviewed and relied on:

(i) the Articles of Incorporation of Sage dated November 18, 2005, as filed with the Secretary of State of the State of Colorado (“the Articles”);

(ii) the Amended and Restated Operating Agreement of Sage dated December 31, 2005;

(iii) the Second Amended and Restated Operating Agreement of Sage dated June 17, 2013; and

(iv) the Certificate of Good Standing issued by the Secretary of State of the State of Colorado dated September 2, 2014.

The Articles of Incorporation, Operating Agreements, and Certificate of Good Standing are collectively herein referred to as “Authority Documents.”

In rendering the opinions expressed herein, we have assumed the following:

(a)           the representations and warranties and other statements contained in the Documents and Authority Documents are true, correct and complete as to all matters of fact;

(b)           the Registration Statement contains all disclosures of fact in a true and accurate manner as required by any Federal or state law;

(c)           the Documents constitute a legally valid and binding obligation to the parties thereto, other than Sage, enforceable against the parties thereto, other than Sage, in accordance with their terms; and the status of the Indentures and Guarantees as legally valid and binding obligations of the parties thereto, other than Sage, are not affected by any (i) breaches of, or defaults under, agreements or instruments; (ii) violations of statutes, rules, regulations, or court or government orders; or (iii) failures to obtain required consents, approvals, or authorizations from or make required registrations, declarations, or filings with, governmental authorities;

(d)           there are no oral or written statements or agreements that modify, amend or vary or support or purport to modify or amend or vary any of the terms of the Documents;

Dycom Investments, Inc.

September 8, 2014

Page 3

(e)           Purchasers will receive no interest charges, fees or other benefits or compensation in the nature of interest in connection with the transaction except those that the Companies and/or Sage have agreed to in writing in the Documents to pay, which includes those that are received under the Financing Transactions (as described in the Registration Statement);
               

(f)           all signatures by the parties to the Documents, including Sage, are genuine; all documents submitted to us as originals are authentic; and all documents submitted to us as conformed, photographic, or electronic copies conform to the original documents; and

(g)           as it relates to Sage, the consideration for the Subsidiary Guarantee and Indentures are sufficient and adequate consideration, and reasonable equivalent value has been given.

Based upon the foregoing assumptions and subject to the qualifications hereunder set forth, it is our opinion that as of the date hereof:

1.           Based on the Authority Documents, Sage is a corporation duly formed, validly existing, and in good standing under the laws of the State of Colorado.

2.           Sage has the requisite corporate power, corporate capacity and corporate authorityto guarantee the Debt Securities pursuant to the terms of the Indentures and perform its obligations under the Subsidiary Guarantee.

3.           The transactions contemplated by the Documents, upon being duly authorized by all necessary corporate action, executed by an authorized signatory and delivered, will have been fully and validly authorized by all requisite corporate action of Sage.

We express no opinion as to the validity and enforceability of any of the documents or the truth or accuracy of the factual statements contained in the full Registration Statement.

The documents indicate that they are to be governed by the laws of the State of New York.  We have no knowledge of those laws and express no opinion thereon.  We are qualified to practice law in the State of Colorado and we do not purport to be experts on or express any opinion herein concerning any manner governed by the laws of any jurisdiction other than the laws of the State of Colorado and the federal laws of the United States, except that we express no opinion as to the application or effect of any Federal or state securities or antitrust laws, rules or regulations on or to the transaction.  With respect to such law, our opinions are as to what the law is or might reasonably be expected to be at the date hereof and we assume no obligation to revise or supplement this opinion due to any change in the law by a legislative action, judicial decision, or otherwise.  Furthermore, nothing in this letter is intended to, and this letter shall not be deemed to, create any obligation on the part of this firm to undertake or assume any responsibility or obligation to file or record any documents, file any continuation statements, prepare or file any amendments or modifications, or take any steps or actions whatsoever after the date of this letter.

Dycom Investments, Inc.

September 8, 2014

Page 4

We do not render any opinion with respect to any matters other than those expressly set forth above.  We are furnishing this opinion to the Companies and their successors and assigns and it may be relied upon by Shearman & Sterling, LLP as the Companies’ counsel, in connection with the Documents and the filing of the Registration Statement and we hereby consent to the filing of this letter as an exhibit to the Registration Statement.  In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the Rules and Regulations promulgated thereunder.

Except as otherwise provided in the immediately preceding paragraph, this opinion may not be otherwise reproduced, quoted in whole or in part, filed publicly or circulated or relied upon for any other purpose nor used in connection with any other transaction without prior written consent.

Sincerely,

/s/

Victor M. Morales for

McElroy, Deutsch, Mulvaney & Carpenter, LLP

VMM:kp

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated September 8, 2014, relating to the consolidated financial statements of Dycom Industries, Inc. and subsidiaries, and the effectiveness of Dycom Industries, Inc. and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of Dycom Industries, Inc. for the year ended July 26, 2014, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Miami, Florida

September 8, 2014

EX-25.1

EXHIBIT 25.1

securities and exchange commission

Washington, D.C. 20549

__________________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

_______________________________________________________

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Terence T. Rawlins

U.S. Bank National Association

225 Water Street

Jacksonville, FL 32202

(904) 358-5355

(Name, address and telephone number of agent for service)

Dycom Industries, Inc.

(Issuer with respect to the Securities)

Florida	59-1277135
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

11770 U.S. Highway 1, Suite 101 Palm Beach Gardens, Florida	33408
(Address of Principal Executive Offices)	(Zip Code)

Securities

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION.  Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4.  Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of June 30, 2014 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Jacksonville, State of Florida on the 2ndof September, 2014.

By:	/s/ Terence T. Rawlins
	Terence T. Rawlins
	Vice President

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Exhibit 2

	Office of the Comptroller of the Currency
	Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

1.  The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2.  “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

	IN TESTIMONY WHEREOF, today, May 1, 2014, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of Treasury, in the City of Washington, District of Columbia.
	/s/ Thomas J. Curry
	Comptroller of the Currency

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Exhibit 3

	Office of the Comptroller of the Currency
	Washington, DC 20219

CERTIFICATE OF FIDUCIARY POWERS

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

1.  The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, 12 USC 1, et seq, as amended, has possession, custody and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2.  “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

	IN TESTIMONY WHEREOF, today, May 1, 2014, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	/s/ Thomas J. Curry
	Comptroller of the Currency

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Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated:  September 2, 2014

By:	/s/ Terence T. Rawlins
	Terence T. Rawlins
	Vice President

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2014

($000’s)

	6/30/2014
Assets
Cash and Balances Due From Depository Institutions	$	12,591,901
Securities		89,882,232
Federal Funds		109,925
Loans & Lease Financing Receivables		241,450,255
Fixed Assets		4,561,715
Intangible Assets		13,335,806
Other Assets		22,261,774
Total Assets	$	384,193,608
Liabilities
Deposits	$	286,193,358
Fed Funds		1,264,138
Treasury Demand Notes		0
Trading Liabilities		382,290
Other Borrowed Money		37,760,161
Acceptances		0
Subordinated Notes and Debentures		5,023,000
Other Liabilities		12,274,098
Total Liabilities	$	342,897,045
Equity
Common and Preferred Stock		18,200
Surplus		14,266,407
Undivided Profits		26,159,120
Minority Interest in Subsidiaries	$	852,836
Total Equity Capital	$	41,296,563
Total Liabilities and Equity Capital	$	384,193,608

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