<PAGE>   1
                                                      Registration No. 333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             Abington Bancorp, Inc.
- --------------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

       Massachusetts                                           04-3334127
- --------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

538 Bedford Street, Abington Massachusetts                       02351
- --------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

                             ABINGTON BANCORP, INC.
                1997 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)

                               James P. McDonough
                      President and Chief Executive Officer
                             Abington Bancorp, Inc.
                               538 Bedford Street
                          Abington, Massachusetts 02351
                                 (617) 982-3200
- --------------------------------------------------------------------------------
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)

                                 WITH A COPY TO:
                         Carol Hempfling Pratt, Esquire
                             Foley, Hoag & Eliot LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
================================================================================
                                                     Proposed
Title of                             Proposed         Maximum
Securities            Amount          Maximum        Aggregate       Amount of
  to be               to be       Offering Price     Offering      Registration
Registered          Registered      Per Share(1)      Price(1)        Fee(1)
- --------------------------------------------------------------------------------

<S>                 <C>               <C>           <C>               <C>   
Common Stock        150,000           $31.00        $4,650,000        $1,410
(par value $.10)      shares
- --------------------------------------------------------------------------------
</TABLE>

         (1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and (h), upon the basis of the average of the high
and low prices of the common stock of the Registrant on August 27, 1997, as
reported on the Nasdaq Stock Market.




<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are hereby incorporated by reference in this
Registration Statement.

         (a) Abington Bancorp, Inc.'s (the "Company's") Annual Report on Form
10-K for the fiscal year ended December 31, 1996 filed with the Securities and
Exchange Commission (the "Commission") on March 31, 1997.

         (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, and June 30, 1997 filed with the Commission on May 14, 1997 and
August 13, 1997, respectively, and the Company's Current Report on Form 8-K
filed with the Commission on February 7, 1997.

         (c) The description of the Company's Common Stock contained in the
Company's Form 8-A filed with the Commission on December 31, 1996, including any
amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.





                                       -2-


<PAGE>   3


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 6 of the By-Laws of the Company provides that Directors and
officers of the Company shall be indemnified by the Company against all expenses
incurred in connection with any proceedings as a result of serving or having
served as an officer or employee of the Company, as a director, officer, or
employee of any of its wholly-owned subsidiaries, or serving or having served in
any capacity with respect to any other corporation, organization, partnership,
joint venture, trust, employee benefit plan or other entity at the request or
direction of the Company. The By-laws of the Company provide that such
indemnification shall not be provided if it is determined that the action giving
rise to the liability was not taken in good faith in the reasonable belief that
the action was in the best interests of the Company. The Company also has a
policy of Directors' and officers' liability insurance to indemnify its
Directors and officers against certain liabilities incurred in their capacities
as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

3.1      Articles of Organization of Abington Bancorp, Inc., incorporated herein
         by reference to Exhibit 3 to the Company's Form 8-A filed with the
         Commission on December 31, 1996.

3.2      By-laws of Abington Bancorp, Inc., incorporated herein by reference to
         Exhibit 4 to the Company's Form 8-A filed with the Commission on
         December 31, 1996.

4.1      Instruments defining the rights of security holders.  See Exhibits 3.1 
         and 3.2.

5.1      Opinion of Foley, Hoag & Eliot LLP

23.1     Consent of Arthur Anderson LLP

23.2     Consent of Foley, Hoag & Eliot LLP (included on Exhibit 5.1)

24.1     Power of Attorney (contained on the signature page)


ITEM 9.  UNDERTAKINGS.

         1. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's 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




                                       -3-


<PAGE>   4


new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         2.  The undersigned Registrant hereby undertakes:

                  (a) 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;

                           (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;

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

provided, however, that paragraphs 2(a)(i) and 2(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference herein.

                  (b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (c) 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.

         3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.




                                       -4-


<PAGE>   5


                                   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 of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Abington, Massachusetts, on August 28, 1997.


                                   ABINGTON BANCORP, INC.


                                   By: /s/ James P. McDonough
                                       ----------------------------------------
                                       James P. McDonough
                                       President and Chief Executive Officer



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints James P. McDonough and Robert M. Lallo and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or either of them, may deem necessary or advisable to be done in
connection with this Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or any substitute or
substitutes for either or both 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 P McDonough               President, Chief            August 28, 1997
- -------------------------           Executive Officer
James P. McDonough                  and Director          
                                              


/s/ Robert M. Lallo                 Treasurer                   August 28, 1997
- -------------------------           (Principal Financial
Robert M. Lallo                     Officer)         
                                              







                                       -5-


<PAGE>   6




/s/ Robert J. Armstrong             Director                    August 28, 1997
- ------------------------------
Robert J. Armstrong


/s/ Bruce G. Atwood                 Director                    August 28, 1997
- ------------------------------
Bruce G. Atwood


/s/ William F. Borhek               Director                    August 28, 1997
- ------------------------------
William F. Borhek


/s/ Ralph B. Carver                 Director                    August 28, 1997
- ------------------------------
Ralph B. Carver, Jr.


/s/ Joel S. Geller                  Director                    August 28, 1997
- ------------------------------
Joel S. Geller


/s/ Rodney D. Henrikson             Director                    August 28, 1997
- ------------------------------
Rodney D. Henrikson


/s/ A. Stanley L. Littlefield       Director                    August 28, 1997
- ------------------------------
A. Stanley Littlefield


/s/ Jay Timothy Noonan              Director                    August 28, 1997
- ------------------------------
Jay Timothy Noonan


/s/ Gordon N. Sanderson             Director                    August 28, 1997
- ------------------------
Gordon N. Sanderson


                                    Director                    August __, 1997
- ------------------------------
James J. Slattery


/s/ Wayne P. Smith                  Director                    August 28, 1997
- --------------------------
Wayne P. Smith





                                       -6-


<PAGE>   7

                                  EXHIBIT INDEX
                                  -------------


Exhibit
  No.          Description
- -------        -----------

3.1            Articles of Organization of Abington Bancorp, Inc., incorporated
               herein by reference to Exhibit 3 to the Registration Statement on
               Form 8-A of the Company filed with the Commission on December 31,
               1996.

3.2            By-laws of Abington Bancorp, Inc., incorporated herein by
               reference to Exhibit 4 to the Registration Statement on Form 8-A
               of the Company filed with the Commission on December 31, 1996.

4.1            Instruments defining the rights of security holders. See Exhibits
               3.1 and 3.2.

5.1            Opinion of Foley, Hoag & Eliot LLP

23.1           Consent of Arthur Andersen LLP

23.2           Consent of Foley, Hoag & Eliot LLP (included on Exhibit 5.1)

24.1           Power of Attorney (contained on the signature page)





                                       -7-
[{"type": "S-8", "sequence": "1", "description": "ABINGTON BANCORP, INC.", "secsgml_size_bytes": 16168}]
{"company-data": {"conformed-name": "ABINGTON BANCORP INC", "cik": "0000812146", "assigned-sic": "6022", "irs-number": "042970613", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-34987", "film-number": "97675678"}, "business-address": {"street1": "533 WASHINGTON ST", "city": "ABINGTON", "state": "MA", "zip": "02351", "phone": "6178780103"}}
1
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             Abington Bancorp, Inc.
- --------------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

       Massachusetts                                           04-3334127
- --------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

538 Bedford Street, Abington Massachusetts                       02351
- --------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

                             ABINGTON BANCORP, INC.
                1997 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)

                               James P. McDonough
                      President and Chief Executive Officer
                             Abington Bancorp, Inc.
                               538 Bedford Street
                          Abington, Massachusetts 02351
                                 (617) 982-3200
- --------------------------------------------------------------------------------
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)

                                 WITH A COPY TO:
                         Carol Hempfling Pratt, Esquire
                             Foley, Hoag & Eliot LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
                                                     Proposed
Title of                             Proposed         Maximum
Securities            Amount          Maximum        Aggregate       Amount of
  to be               to be       Offering Price     Offering      Registration
Registered          Registered      Per Share(1)      Price(1)        Fee(1)
- --------------------------------------------------------------------------------
Common Stock        150,000           $31.00        $4,650,000        $1,410
(par value $.10)      shares
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and (h), upon the basis of the average of the high
and low prices of the common stock of the Registrant on August 27, 1997, as
reported on the Nasdaq Stock Market.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are hereby incorporated by reference in this
Registration Statement.

         (a) Abington Bancorp, Inc.'s (the "Company's") Annual Report on Form
10-K for the fiscal year ended December 31, 1996 filed with the Securities and
Exchange Commission (the "Commission") on March 31, 1997.

         (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, and June 30, 1997 filed with the Commission on May 14, 1997 and
August 13, 1997, respectively, and the Company's Current Report on Form 8-K
filed with the Commission on February 7, 1997.

         (c) The description of the Company's Common Stock contained in the
Company's Form 8-A filed with the Commission on December 31, 1996, including any
amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                       -2-
3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 6 of the By-Laws of the Company provides that Directors and
officers of the Company shall be indemnified by the Company against all expenses
incurred in connection with any proceedings as a result of serving or having
served as an officer or employee of the Company, as a director, officer, or
employee of any of its wholly-owned subsidiaries, or serving or having served in
any capacity with respect to any other corporation, organization, partnership,
joint venture, trust, employee benefit plan or other entity at the request or
direction of the Company. The By-laws of the Company provide that such
indemnification shall not be provided if it is determined that the action giving
rise to the liability was not taken in good faith in the reasonable belief that
the action was in the best interests of the Company. The Company also has a
policy of Directors' and officers' liability insurance to indemnify its
Directors and officers against certain liabilities incurred in their capacities
as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

3.1      Articles of Organization of Abington Bancorp, Inc., incorporated herein
         by reference to Exhibit 3 to the Company's Form 8-A filed with the
         Commission on December 31, 1996.

3.2      By-laws of Abington Bancorp, Inc., incorporated herein by reference to
         Exhibit 4 to the Company's Form 8-A filed with the Commission on
         December 31, 1996.

4.1      Instruments defining the rights of security holders.  See Exhibits 3.1 
         and 3.2.

5.1      Opinion of Foley, Hoag & Eliot LLP

23.1     Consent of Arthur Anderson LLP

23.2     Consent of Foley, Hoag & Eliot LLP (included on Exhibit 5.1)

24.1     Power of Attorney (contained on the signature page)

ITEM 9.  UNDERTAKINGS.

         1. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's 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

                                       -3-
4

new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         2.  The undersigned Registrant hereby undertakes:

                  (a) 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;

                           (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;

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

provided, however, that paragraphs 2(a)(i) and 2(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference herein.

                  (b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (c) 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.

         3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       -4-
5

                                   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 of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Abington, Massachusetts, on August 28, 1997.

                                   ABINGTON BANCORP, INC.

                                   By: /s/ James P. McDonough
                                       ----------------------------------------
                                       James P. McDonough
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints James P. McDonough and Robert M. Lallo and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or either of them, may deem necessary or advisable to be done in
connection with this Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or any substitute or
substitutes for either or both 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 P McDonough               President, Chief            August 28, 1997
- -------------------------           Executive Officer
James P. McDonough                  and Director          
                                              

/s/ Robert M. Lallo                 Treasurer                   August 28, 1997
- -------------------------           (Principal Financial
Robert M. Lallo                     Officer)         
                                              

                                       -5-
6

/s/ Robert J. Armstrong             Director                    August 28, 1997
- ------------------------------
Robert J. Armstrong

/s/ Bruce G. Atwood                 Director                    August 28, 1997
- ------------------------------
Bruce G. Atwood

/s/ William F. Borhek               Director                    August 28, 1997
- ------------------------------
William F. Borhek

/s/ Ralph B. Carver                 Director                    August 28, 1997
- ------------------------------
Ralph B. Carver, Jr.

/s/ Joel S. Geller                  Director                    August 28, 1997
- ------------------------------
Joel S. Geller

/s/ Rodney D. Henrikson             Director                    August 28, 1997
- ------------------------------
Rodney D. Henrikson

/s/ A. Stanley L. Littlefield       Director                    August 28, 1997
- ------------------------------
A. Stanley Littlefield

/s/ Jay Timothy Noonan              Director                    August 28, 1997
- ------------------------------
Jay Timothy Noonan

/s/ Gordon N. Sanderson             Director                    August 28, 1997
- ------------------------
Gordon N. Sanderson

                                    Director                    August __, 1997
- ------------------------------
James J. Slattery

/s/ Wayne P. Smith                  Director                    August 28, 1997
- --------------------------
Wayne P. Smith

                                       -6-
7

                                  EXHIBIT INDEX
                                  -------------

Exhibit
  No.          Description
- -------        -----------

3.1            Articles of Organization of Abington Bancorp, Inc., incorporated
               herein by reference to Exhibit 3 to the Registration Statement on
               Form 8-A of the Company filed with the Commission on December 31,
               1996.

3.2            By-laws of Abington Bancorp, Inc., incorporated herein by
               reference to Exhibit 4 to the Registration Statement on Form 8-A
               of the Company filed with the Commission on December 31, 1996.

4.1            Instruments defining the rights of security holders. See Exhibits
               3.1 and 3.2.

5.1            Opinion of Foley, Hoag & Eliot LLP

23.1           Consent of Arthur Andersen LLP

23.2           Consent of Foley, Hoag & Eliot LLP (included on Exhibit 5.1)

24.1           Power of Attorney (contained on the signature page)

                                       -7-