<PAGE>   1
    As filed with the Securities and Exchange Commission on October 22, 1997

                                                 Registration No. 333-______
                       
                     SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                SPX CORPORATION
             (Exact name of registrant as specified in its charter)

   Delaware                     3423                        38-1016240    
(State or other      (Primary Standard Industrial      (I.R.S. Employer   
jurisdiction of       Classification Code Number)       Identification No.)
incorporation or
organization)                                    


                            700 Terrace Point Drive
                         Muskegon, Michigan 49443-3301
                           Telephone:  (616) 724-5000
    (Address, including zip code, telephone number, including area code, of
                  registrant's principal executive offices)

                  SPX CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                             Christopher J. Kearney
                 Vice President, Secretary and General Counsel
                                SPX Corporation
                            700 Terrace Point Drive
                         Muskegon, Michigan 49443-3301
                           Telephone:  (616) 724-5000
     (Name, address, including zip code, and telephone number, including
                           area code, of agent for service) 

                                 Copies to:

                             George C. McKann, Esq.
                           Gardner, Carton & Douglas
                       321 North Clark Street, Suite 3200
                            Chicago, Illinois  60610

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                         <C>                     <C>                             <C>                            <C> 
------------------------------------------------------------------------------------------------------------------------------------
    Title of                                        Proposed Maximum            Proposed Maximum               Amount of       
  Securities to             Amount to be             Offering Price            Aggregate Offering             Registration     
  be Registered             Registered (1)             Per Share                      Price                        Fee 
  -------------             --------------          ----------------           ------------------             ------------- 
Common Stock, par value     50,000                      $58.8125                    $2,940,625                     $892
$10 per share(2)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Together with an indeterminable number of additional securities in order to
    adjust the number of securities reserved for issuance pursuant to the plan
    as the result of a stock split, stock dividend or similar transaction
    affecting the Common Stock, pursuant to 17 C.F.R. Section  230.416.

(2) Estimated in accordance with Rule 457(c) and (h)(1), the proposed maximum
    offering price per share, proposed maximum aggregate offering price and the
    amount of the registration fee are based upon the average of the high and
    low prices reported on the New York Stock Exchange on October 17, 1997.
<PAGE>   2


                                SPX CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                    PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are hereby incorporated by reference in to this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:

1.       The Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1996;

2.       The Registrant's Quarterly Report on Form 10-Q for the three month
         periods ended March 31, 1997 and June 30, 1997;

3.       The Registrant's Current Reports on Form 8-K dated February 21, 1997
         and April 25, 1997; and

4.       The description of Registrant's Common Stock contained in the
         Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1987, as stated in Article Fourth of the Registrant's
         Restated Certificate of Incorporation, which is attached as Exhibit
         No. 3 thereto.

     In addition, each document filed by the Registrant pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then 
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference herein 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.

     Peter H. Merlin, who is a director of the Company and a partner of 
Gardner, Carton & Douglas, which is delivering the opinion filed as Exhibit 5.1
to this Registration Statement, beneficially owned 11,836 shares of the
Company's Common Stock as of October 15, 1997.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law provides that the
Company may, and in some circumstances must, indemnify the directors and
officers of the Company against liabilities and expenses incurred by any such
person by reason of the fact that such person was serving in such capacity,
subject to certain limitations and conditions therein set forth.  Substantially
similar provisions that require such indemnification are contained in Article
Thirteenth of the Company's Restated Certificate of Incorporation.  Article
Thirteenth of the Company's Restated Certificate of Incorporation also contains
provisions limiting the liability of the Company's directors in certain
instances.  In addition , the Company has purchased insurance as permitted by
Delaware law on behalf of directors, officers, employees or agents, which may
cover liabilities under the Securities Act of 1933, as amended (the "Act").

                                     II-1
<PAGE>   3
ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.          INDEX TO EXHIBITS.

<TABLE>
<CAPTION>
 Exhibit  
 Number    Description of Document
--------   -----------------------
<S>          <C>
 4.1         Rights Agreement dated as of June 25, 1996 between the Company and The Bank of New York, as
             Rights Agents, relating to Rights to purchase Preferred Stock under certain circumstances,
             incorporated herein by reference from the Company's Registration Statement on Form 8-A filed
             on June 26, 1996.
 5.1         Opinion of Gardner, Carton & Douglas regarding legality of securities
23.1         Consent of Arthur Andersen LLP
23.2         Consent of Gardner, Carton & Douglas (included in exhibit 5.1)
24.1         Powers of Attorney (included on signature page)
-------------                                                              

</TABLE>
ITEM 9.          UNDERTAKINGS.

      (a)     The undersigned Registrant hereby undertakes:

         (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;

                (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 (a)(1)(i) and (a)(1)(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 with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.

         (2)     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 therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (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.

                                     II-2

<PAGE>   4
         (b)     The Registrant hereby undertakes that, for purposes of
determining 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 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offering herein, 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of
this registration statement, or otherwise, the Registrant has been advised that
in the opinion of the 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 section,
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.


                                     II-3


<PAGE>   5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
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 City of Muskegon, State of Michigan, on this 
22nd day of October 1997.

                                        SPX CORPORATION

                                        By:  /s/  Patrick J. O'Leary        
                                             --------------------------------
                                             Patrick J. O'Leary
                                             Vice President Finance, Treasurer
                                             and Chief Financial and
                                             Accounting Officer     


                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John B. Blystone, Christopher J.
Kearney, James M. Sheridan or Patrick J. O'Leary, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign, execute and file this Registration Statement and any or
all amendments (including, without limitation, post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits thereto
and all documents required to be filed with respect therewith, with the
Securities and Exchange Commission or any regulatory authority, granting unto
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith and about the premises in order to effectuate the same as fully to
all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agents or his or
their substitute or substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities indicated on this 22nd day of October 1997.

<TABLE>
<S>                                             <C>
  /s/ John B. Blystone                              /s/ Patrick J. O'Leary
--------------------------------                --------------------------------
       John B. Blystone                                 Patrick J. O'Leary
    Chairman, President and                           Vice President Finance 
    Chief Executive Officer                       Treasurer and Chief Financial
          Director                                Officer and Accounting Officer

  /s/ J. Kermit Campbell                            /s/ Sarah R. Coffin 
--------------------------------                --------------------------------
      J. Kermit Campbell                                 Sarah R. Coffin
          Director                                          Director

  /s/ Frank A. Ehmann                               /s/ Edward D. Hopkins
--------------------------------                --------------------------------
       Frank A. Ehmann                                  Edward D. Hopkins
          Director                                          Director

  /s/ Charles E. Johnson II                         /s/ Ronald L. Kerber 
--------------------------------                --------------------------------
      Charles E. Johnson                                Ronald L. Kerber
          Director                                          Director

                                                    /s/ David P. Williams
--------------------------------                --------------------------------
       Peter H. Merlin                                  David P. Williams
          Director                                          Director
</TABLE>

                                     S-1

<PAGE>   6



                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit Number            Description of Document
--------------            -----------------------
<S>              <C>
4.1              Rights Agreement dated as of June 25, 1996 between the Company and The Bank of New York, as
                 Rights Agents, relating to Rights to purchase Preferred Stock under certain circumstances,
                 incorporated herein by reference from the Company's Registration Statement on Form 8-A filed on
                 June 26, 1996.
5.1              Opinion of Gardner, Carton & Douglas regarding legality of securities
23.1             Consent of Arthur Andersen LLP
23.2             Consent of Gardner, Carton & Douglas (included in exhibit 5.1)
24.1             Powers of Attorney (included on signature page)

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16544}]
{"company-data": {"conformed-name": "SPX CORP", "cik": "0000088205", "assigned-sic": "3420", "irs-number": "381016240", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38443", "film-number": "97699051"}, "business-address": {"street1": "700 TERRACE POINT DR", "city": "MUSKEGON", "state": "MI", "zip": "49443", "phone": "6167245000"}, "mail-address": {"street1": "700 TERRACE POINT DRIVE", "city": "MUSKEGON", "state": "MI", "zip": "49443"}, "former-company": {"former-conformed-name": "SEALED POWER CORP", "date-changed": "19880515"}}
1
    As filed with the Securities and Exchange Commission on October 22, 1997

                                                 Registration No. 333-______
                       
                     SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                SPX CORPORATION
             (Exact name of registrant as specified in its charter)

   Delaware                     3423                        38-1016240    
(State or other      (Primary Standard Industrial      (I.R.S. Employer   
jurisdiction of       Classification Code Number)       Identification No.)
incorporation or
organization)                                    

                            700 Terrace Point Drive
                         Muskegon, Michigan 49443-3301
                           Telephone:  (616) 724-5000
    (Address, including zip code, telephone number, including area code, of
                  registrant's principal executive offices)

                  SPX CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                             Christopher J. Kearney
                 Vice President, Secretary and General Counsel
                                SPX Corporation
                            700 Terrace Point Drive
                         Muskegon, Michigan 49443-3301
                           Telephone:  (616) 724-5000
     (Name, address, including zip code, and telephone number, including
                           area code, of agent for service) 

                                 Copies to:

                             George C. McKann, Esq.
                           Gardner, Carton & Douglas
                       321 North Clark Street, Suite 3200
                            Chicago, Illinois  60610

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
    Title of                                        Proposed Maximum            Proposed Maximum               Amount of       
  Securities to             Amount to be             Offering Price            Aggregate Offering             Registration     
  be Registered             Registered (1)             Per Share                      Price                        Fee 
  -------------             --------------          ----------------           ------------------             ------------- 
Common Stock, par value     50,000                      $58.8125                    $2,940,625                     $892
$10 per share(2)
------------------------------------------------------------------------------------------------------------------------------------
(1) Together with an indeterminable number of additional securities in order to
    adjust the number of securities reserved for issuance pursuant to the plan
    as the result of a stock split, stock dividend or similar transaction
    affecting the Common Stock, pursuant to 17 C.F.R. Section  230.416.

(2) Estimated in accordance with Rule 457(c) and (h)(1), the proposed maximum
    offering price per share, proposed maximum aggregate offering price and the
    amount of the registration fee are based upon the average of the high and
    low prices reported on the New York Stock Exchange on October 17, 1997.
2

                                SPX CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                    PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are hereby incorporated by reference in to this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:

1.       The Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1996;

2.       The Registrant's Quarterly Report on Form 10-Q for the three month
         periods ended March 31, 1997 and June 30, 1997;

3.       The Registrant's Current Reports on Form 8-K dated February 21, 1997
         and April 25, 1997; and

4.       The description of Registrant's Common Stock contained in the
         Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1987, as stated in Article Fourth of the Registrant's
         Restated Certificate of Incorporation, which is attached as Exhibit
         No. 3 thereto.

     In addition, each document filed by the Registrant pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then 
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference herein 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.

     Peter H. Merlin, who is a director of the Company and a partner of 
Gardner, Carton & Douglas, which is delivering the opinion filed as Exhibit 5.1
to this Registration Statement, beneficially owned 11,836 shares of the
Company's Common Stock as of October 15, 1997.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law provides that the
Company may, and in some circumstances must, indemnify the directors and
officers of the Company against liabilities and expenses incurred by any such
person by reason of the fact that such person was serving in such capacity,
subject to certain limitations and conditions therein set forth.  Substantially
similar provisions that require such indemnification are contained in Article
Thirteenth of the Company's Restated Certificate of Incorporation.  Article
Thirteenth of the Company's Restated Certificate of Incorporation also contains
provisions limiting the liability of the Company's directors in certain
instances.  In addition , the Company has purchased insurance as permitted by
Delaware law on behalf of directors, officers, employees or agents, which may
cover liabilities under the Securities Act of 1933, as amended (the "Act").

                                     II-1
3
ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.          INDEX TO EXHIBITS.
Exhibit  
 Number    Description of Document
--------   -----------------------
4.1         Rights Agreement dated as of June 25, 1996 between the Company and The Bank of New York, as
             Rights Agents, relating to Rights to purchase Preferred Stock under certain circumstances,
             incorporated herein by reference from the Company's Registration Statement on Form 8-A filed
             on June 26, 1996.
 5.1         Opinion of Gardner, Carton & Douglas regarding legality of securities
23.1         Consent of Arthur Andersen LLP
23.2         Consent of Gardner, Carton & Douglas (included in exhibit 5.1)
24.1         Powers of Attorney (included on signature page)
-------------
ITEM 9.          UNDERTAKINGS.

      (a)     The undersigned Registrant hereby undertakes:

         (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;

                (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 (a)(1)(i) and (a)(1)(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 with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.

         (2)     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 therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (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.

                                     II-2
4
         (b)     The Registrant hereby undertakes that, for purposes of
determining 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 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offering herein, 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of
this registration statement, or otherwise, the Registrant has been advised that
in the opinion of the 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 section,
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.

                                     II-3
5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
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 City of Muskegon, State of Michigan, on this 
22nd day of October 1997.

                                        SPX CORPORATION

                                        By:  /s/  Patrick J. O'Leary        
                                             --------------------------------
                                             Patrick J. O'Leary
                                             Vice President Finance, Treasurer
                                             and Chief Financial and
                                             Accounting Officer     

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John B. Blystone, Christopher J.
Kearney, James M. Sheridan or Patrick J. O'Leary, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign, execute and file this Registration Statement and any or
all amendments (including, without limitation, post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits thereto
and all documents required to be filed with respect therewith, with the
Securities and Exchange Commission or any regulatory authority, granting unto
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith and about the premises in order to effectuate the same as fully to
all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agents or his or
their substitute or substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities indicated on this 22nd day of October 1997.
/s/ John B. Blystone                              /s/ Patrick J. O'Leary
--------------------------------                --------------------------------
       John B. Blystone                                 Patrick J. O'Leary
    Chairman, President and                           Vice President Finance 
    Chief Executive Officer                       Treasurer and Chief Financial
          Director                                Officer and Accounting Officer

  /s/ J. Kermit Campbell                            /s/ Sarah R. Coffin 
--------------------------------                --------------------------------
      J. Kermit Campbell                                 Sarah R. Coffin
          Director                                          Director

  /s/ Frank A. Ehmann                               /s/ Edward D. Hopkins
--------------------------------                --------------------------------
       Frank A. Ehmann                                  Edward D. Hopkins
          Director                                          Director

  /s/ Charles E. Johnson II                         /s/ Ronald L. Kerber 
--------------------------------                --------------------------------
      Charles E. Johnson                                Ronald L. Kerber
          Director                                          Director

                                                    /s/ David P. Williams
--------------------------------                --------------------------------
       Peter H. Merlin                                  David P. Williams
          Director                                          Director
S-1
6

                               INDEX TO EXHIBITS
Exhibit Number            Description of Document
--------------            -----------------------
4.1              Rights Agreement dated as of June 25, 1996 between the Company and The Bank of New York, as
                 Rights Agents, relating to Rights to purchase Preferred Stock under certain circumstances,
                 incorporated herein by reference from the Company's Registration Statement on Form 8-A filed on
                 June 26, 1996.
5.1              Opinion of Gardner, Carton & Douglas regarding legality of securities
23.1             Consent of Arthur Andersen LLP
23.2             Consent of Gardner, Carton & Douglas (included in exhibit 5.1)
24.1             Powers of Attorney (included on signature page)