Consorcio Ecuatoriano de Telecommunicaciones SA Conecel – IPO: ‘F-1/A’ on 4/1/98 – EX-8.1

As of:  Wednesday, 4/1/98   ·   Accession #:  950144-98-4047   ·   File #:  333-47723

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement of a Foreign Private Issuer   —   Form F-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-1/A       Conecel Form F-1/A                                   155    966K 
 2: EX-1.1      Underwriting Agreement                                38    178K 
 3: EX-4.4      Specimen of Class B Common Stock Certificate           2      6K 
 4: EX-5.2      Opinion of Estudio Juridico Pareja                     2     10K 
 5: EX-8.1      Opinion and Consent of Greenberg Traurig               2     10K 
 7: EX-10.23    1998 Stock Option                                      8     32K 
 6: EX-10.4     Internet Concession                                    4     13K 

EX-8.1   —   Opinion and Consent of Greenberg Traurig

EX-8.1
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                                                                     EXHIBIT 8.1

GREENBERG 
A T T O R N E Y S  A T  L A W 
TRAURIG 

 April 1, 1998

Consorcio Ecuatoriano de                                                        
Telecomunicaciones S.A. CONECEL                                                 
Amazonas 6017 e Rio Coca                                                        
Quito, Ecuador                                                                  

Re:      Consummation of Public Offering of                   
            Consorcio Ecuatoriano de Telecomunicaciones S.A. CONECEL

Ladies and Gentlemen:                                                           

We have acted as special counsel to Consorcio Ecuatoriano de  
Telecomunicaciones S.A. CONECEL, a corporation organized and existing under the 
laws of the Republic of Ecuador (the "Company"), in connection with the         
Registration Statement on Form F-1, filed on March 10, 1998, as amended, by     
Amendment No. 1, dated as of April 1, 1998 (collectively, the "Registration     
Statement"), under the Securities Act of 1933, as amended (the "Act"), covering 
42,299,668 shares of Class B Common Stock of the Company (the "Shares"),        
including 5,517,348 shares subject to an over-allotment option.                 

         We have examined the originals, or certified, conformed or reproduction
copies, of all such records, agreements, instruments and documents as we have   
deemed relevant or necessary as                                                 

GREENBERG TRAURIG HOFFMAN LIPOFF ROSEN & QUENTEL, P.A.
 1221 BRICKELL AVENUE, MIAMI, FLORIDA 33131  305-579-0500 FAX 305-579-0717
MIAMI  NEW YORK  WASHINGTON, D.C. 
FORT LAUDERDALE  WEST PALM BEACH  TALLAHASSEE  ORLANDO

EX-8.1
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Consorcio Ecuatoriano de                                                        
Telecomunicaciones S.A. CONECEL                                             
April 1, 1998                                                                   
Page 2                                                                          

the basis for the opinion hereinafter expressed. In all such examinations, we   
have assumed the genuineness of all signatures on original or certified copies  
and the conformity to original or certified copies of all copies submitted to us
as conformed or reproduction copies. As to various questions of fact relevant to
such opinion, we have relied upon, and assumed the accuracy of, certificates and
oral or written statements and other information of or from public officials,   
officers or representatives of the Company, and others.                         

 Based solely upon the foregoing, we are of the opinion that the
discussion of the United States federal income tax consequences set forth in the
Registration Statement under "TAXATION--United States Taxation" is correct and  
is complete in all material respects.                                           

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the captions      
"Taxation" and "Legal Opinions" in the prospectus comprising a part of the      
Registration Statement. In giving such consent, we do not thereby admit that we 
are included within the category of persons whose consents is required under    
Section 7 of the Act or the rules and regulations promulgated thereunder.       

                           Very truly yours,

                                       /s/ Greenberg Traurig Hoffman
                                              Lipoff Rosen & Quentel, P.A.
                                          --------------------------------
                                          GREENBERG TRAURIG HOFFMAN LIPOFF
                                       ROSEN & QUENTEL, P.A.

GREENBERG TRAURIG 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘F-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		4/1/98		1		2			8-A12G
		3/10/98		1
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