<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                   FORM S-8

                            Registration Statement
                                     Under
                          The Securities Act of 1933
                       Commission File No._____________

                              SONIC FOUNDRY, INC.

            (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                             <C>
MARYLAND                                        39-1783372
(State or other jurisdiction of incorporation   (I.R.S. Employer Identification No.)
or organization)
                                                (608) 256-3133
1617 Sherman Avenue, Madison, WI  53704         (Issuer's telephone number)
(Address of principal executive offices)
</TABLE>

             1999 Non-Qualified Stock Option Plan (400,000 shares)
                             (Full title of plan)

                             Rimas P. Buinevicius
                            Chief Executive Officer
                              1617 Sherman Avenue
                              Madison, WI  53704
                                (608) 256-3133
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                        Calculation of Registration Fee

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Title of each class of                                    Proposed Maximum                               Amount of
   Securities to be                                        Offering Price       Aggregate Offering      Registration
      Registered             Amount to be Registered       Per Share (1)            Price (1)               Fee
--------------------------------------------------------------------------------------------------------------------
<S>                          <C>                          <C>                   <C>                     <C>
Common Stock,
$0.01 par value
per share                        400,000 shares                $8.845               $3,538,000            $934.03
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Computed pursuant to Rule 457(c) and (h) based on the average of the high
     and low prices reported on the Nasdaq Stock Market on September 1, 2000,
     which was $8.845.
<PAGE>

                                    Part I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.   PLAN INFORMATION

     The information required for this item is included in documents distributed
to each Participant.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The information required for this item is included in documents distributed
to each Participant.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate by reference" into this prospectus
information that we file with the SEC in other documents. This means that we can
disclose important information to you by referring to other documents that
contain that information. The information incorporated by reference is
considered to be part of this prospectus, and information that we file with the
SEC in the future and incorporate by reference will automatically update and may
supersede the information contained in this prospectus. We incorporate by
reference the documents listed below and any future filing we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the sale of all the shares covered by this prospectus.

     -    Our Annual Report on Form 10K and Form 10-K/A for the fiscal year
          ended September 30, 1999;

     -    Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
          December 31, 1999, March 31, 2000 and June 30, 2000;

     -    Our Current Reports on Form 8-K filed on February 15, 2000, April 18,
          2000, and April 20, 2000, and our current report on Form 8-K/A filed
          on June 19, 2000; and

     -    The description of our common stock contained in our Exchange Act
          Registration Statement on Form 8-A, filed April 20, 2000.

                                       2
<PAGE>

     You may request free copies of these filings by writing or telephoning us
at the following address: Investor Relations, 1617 Sherman Avenue, Madison,
Wisconsin 53704, telephone (608) 256-3133.


ITEM 4.   DESCRIPTION OF SECURITIES.

     Not required.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     The law firm of McBreen & Kopko will be furnishing an opinion as to the
legality of the Common Stock registered under this Registration Statement.
During fiscal 1999, we paid $135,000 to McBreen & Kopko for legal services.
Frederick H. Kopko, Jr. is a partner of McBreen & Kopko. Mr. Kopko is a director
of the Company and is the beneficial owner of 183,192 shares of Common Stock and
holds options to purchase an additional 90,000 Shares of Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our Articles of Incorporation limit the liability of our directors in their
capacity as directors but not in their capacity as officers, to the fullest
extent permitted by the Maryland General Corporation Law or MGCL. Accordingly,
pursuant to the terms of the MGCL as presently in effect, we may indemnify any
director unless it is established that: (i) the act or omission of the director
was material to the matter giving rise to the proceeding and was committed in
bad faith or was the result of active and deliberate dishonesty; (ii) the
director actually received an improper personal benefit in money, property or
services; or (iii) in the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful. In addition,
our Bylaws require us to indemnify each person who is or was, a director,
officer, employee or agent of ours to the fullest extent permitted by the laws
of the State of Maryland in the event he is involved in legal proceedings by
reason of the fact that he is or was a director, officer, employee or agent of
ours, or is or was serving at our request as a director, officer, employee or
agent of another corporation, partnership or other enterprise. We may also
advance to such persons expenses incurred in defending a proceeding to which
indemnification might apply, upon terms and conditions, if any, deemed
appropriate by the Board of Directors upon receipt of an undertaking by or on
behalf of such director or officer to repay all such advanced amounts if it is
ultimately determined that he is not entitled to be indemnified as authorized by
the laws of the State of Maryland. In addition, we carry director and officer
liability insurance.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                       3
<PAGE>

ITEM 8.   EXHIBITS

Exhibit Number               Description
--------------          --------------------

4.1                     Registrant's 1999 Non-Qualified Stock Option Plan

5.1                     Opinion of McBreen & Kopko regarding the legality of the
                        Common Stock registered hereby

23.1                    Consent of McBreen & Kopko (included in its opinion to
                        be filed as Exhibit 5.1 hereto)

23.2                    Consent of Ernst & Young, LLP

24.1                    Power of Attorney (contained within 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) that,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the 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 to such information in the
                    Registration Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1(1) 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 by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the 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

                                       4
<PAGE>

               offering of the 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 that remain
               unsold at the termination of the offering.

     (b)  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
          15(d) of the Exchange Act 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 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 Securities Act of 1933
          and is, therefore, unenforceable. If 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 of whether such indemnification
          by it is against public policy as expressed in the Securities Act of
          1933 and will be governed by the final adjudication of such issue.

                                       5
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe it meets all 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 Madison, State of Wisconsin, on this 1st day of
September 2000.

                                         Sonic Foundry, Inc.


                                         By:   /s/ Rimas Buinevicius
                                               ---------------------------
                                               Rimas Buinevicius, Chairman
                                               and Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Rimas Buinevicius and Kenneth Minor as his true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, 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 other documents in connection therewith, with the Securities Exchange
Commission, granting unto 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 he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitutes or substitute 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:
<TABLE>
<CAPTION>

Signature                                               Title                           Dated
---------------------------             --------------------------------------    -----------------
<S>                                     <C>                                       <C>

/s/ Rimas Buinevicius                   Chairman of the Board, Chief Executive    September 1, 2000
                                        Officer and Treasurer
                                        (Principal Executive Officer)
____________________________
Rimas Buinevicius


/s/ Kenneth Minor                        Chief Financial Officer                  September 1, 2000
                                         (Principal Financial and
                                          Accounting Officer)
____________________________
Kenneth Minor
</TABLE>
                                       6
<PAGE>

/s/ Monty Schmidt              President and Director          September 1, 2000
---------------------------
Monty Schmidt


/s/ Curtis Palmer              Executive Vice President,       September 1, 2000
---------------------------    Chief Technology Officer
Curtis Palmer                  and Director



/s/ Frederick H. Kopko, Jr.    Secretary and Director          September 1, 2000
---------------------------
Frederick H. Kopko, Jr.


/s/ Arnold Pollard             Director                        September 1, 2000
---------------------------
Arnold Pollard


/s/ David Kleinman             Director                        September 1, 2000
---------------------------
David Kleinman


/s/ Jan Brzeski                Director                        September 1, 2000
---------------------------
Jan Brzeski

                                       7

<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Page
Item Number
Sequentially
Numbered                            Description
------------   -----------------------------------------------------------------
<S>            <C>
4.1            Registrant's 1999 Non-Qualified Stock Option Plan, as amended

5.1            Opinion of McBreen & Kopko as to the legality of the stock
               registered hereby

23.1           Consent of McBreen & Kopko (included in Exhibit 5)

23.2           Consent of Ernst & Young LLP

24.1           Power of Attorney (contained within Signature Page)
</TABLE>
                                       8
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 16327}]
{"company-data": {"conformed-name": "SONIC FOUNDRY INC", "cik": "0001029744", "assigned-sic": "7372", "irs-number": "391783372", "state-of-incorporation": "MD", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45438", "film-number": "719474"}, "business-address": {"street1": "754 WILLIAMSON ST", "city": "MADISON", "state": "WI", "zip": "53703", "phone": "6082563133"}, "mail-address": {"street1": "754 WILLIAMSON ST", "city": "MADISON", "state": "WI", "zip": "53703"}}
SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                   FORM S-8

                            Registration Statement
                                     Under
                          The Securities Act of 1933
                       Commission File No._____________

                              SONIC FOUNDRY, INC.

            (Exact name of registrant as specified in its charter)
MARYLAND                                        39-1783372
(State or other jurisdiction of incorporation   (I.R.S. Employer Identification No.)
or organization)
                                                (608) 256-3133
1617 Sherman Avenue, Madison, WI  53704         (Issuer's telephone number)
(Address of principal executive offices)
1999 Non-Qualified Stock Option Plan (400,000 shares)
                             (Full title of plan)

                             Rimas P. Buinevicius
                            Chief Executive Officer
                              1617 Sherman Avenue
                              Madison, WI  53704
                                (608) 256-3133
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                        Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------
Title of each class of                                    Proposed Maximum                               Amount of
   Securities to be                                        Offering Price       Aggregate Offering      Registration
      Registered             Amount to be Registered       Per Share (1)            Price (1)               Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock,
$0.01 par value
per share                        400,000 shares                $8.845               $3,538,000            $934.03
--------------------------------------------------------------------------------------------------------------------
(1)  Computed pursuant to Rule 457(c) and (h) based on the average of the high
     and low prices reported on the Nasdaq Stock Market on September 1, 2000,
     which was $8.845.
Part I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION

     The information required for this item is included in documents distributed
to each Participant.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The information required for this item is included in documents distributed
to each Participant.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate by reference" into this prospectus
information that we file with the SEC in other documents. This means that we can
disclose important information to you by referring to other documents that
contain that information. The information incorporated by reference is
considered to be part of this prospectus, and information that we file with the
SEC in the future and incorporate by reference will automatically update and may
supersede the information contained in this prospectus. We incorporate by
reference the documents listed below and any future filing we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the sale of all the shares covered by this prospectus.

     -    Our Annual Report on Form 10K and Form 10-K/A for the fiscal year
          ended September 30, 1999;

     -    Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
          December 31, 1999, March 31, 2000 and June 30, 2000;

     -    Our Current Reports on Form 8-K filed on February 15, 2000, April 18,
          2000, and April 20, 2000, and our current report on Form 8-K/A filed
          on June 19, 2000; and

     -    The description of our common stock contained in our Exchange Act
          Registration Statement on Form 8-A, filed April 20, 2000.

                                       2
You may request free copies of these filings by writing or telephoning us
at the following address: Investor Relations, 1617 Sherman Avenue, Madison,
Wisconsin 53704, telephone (608) 256-3133.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not required.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     The law firm of McBreen & Kopko will be furnishing an opinion as to the
legality of the Common Stock registered under this Registration Statement.
During fiscal 1999, we paid $135,000 to McBreen & Kopko for legal services.
Frederick H. Kopko, Jr. is a partner of McBreen & Kopko. Mr. Kopko is a director
of the Company and is the beneficial owner of 183,192 shares of Common Stock and
holds options to purchase an additional 90,000 Shares of Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our Articles of Incorporation limit the liability of our directors in their
capacity as directors but not in their capacity as officers, to the fullest
extent permitted by the Maryland General Corporation Law or MGCL. Accordingly,
pursuant to the terms of the MGCL as presently in effect, we may indemnify any
director unless it is established that: (i) the act or omission of the director
was material to the matter giving rise to the proceeding and was committed in
bad faith or was the result of active and deliberate dishonesty; (ii) the
director actually received an improper personal benefit in money, property or
services; or (iii) in the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful. In addition,
our Bylaws require us to indemnify each person who is or was, a director,
officer, employee or agent of ours to the fullest extent permitted by the laws
of the State of Maryland in the event he is involved in legal proceedings by
reason of the fact that he is or was a director, officer, employee or agent of
ours, or is or was serving at our request as a director, officer, employee or
agent of another corporation, partnership or other enterprise. We may also
advance to such persons expenses incurred in defending a proceeding to which
indemnification might apply, upon terms and conditions, if any, deemed
appropriate by the Board of Directors upon receipt of an undertaking by or on
behalf of such director or officer to repay all such advanced amounts if it is
ultimately determined that he is not entitled to be indemnified as authorized by
the laws of the State of Maryland. In addition, we carry director and officer
liability insurance.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                       3
ITEM 8.   EXHIBITS

Exhibit Number               Description
--------------          --------------------

4.1                     Registrant's 1999 Non-Qualified Stock Option Plan

5.1                     Opinion of McBreen & Kopko regarding the legality of the
                        Common Stock registered hereby

23.1                    Consent of McBreen & Kopko (included in its opinion to
                        be filed as Exhibit 5.1 hereto)

23.2                    Consent of Ernst & Young, LLP

24.1                    Power of Attorney (contained within 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) that,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the 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 to such information in the
                    Registration Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1(1) 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 by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the 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

                                       4
offering of the 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 that remain
               unsold at the termination of the offering.

     (b)  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
          15(d) of the Exchange Act 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 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 Securities Act of 1933
          and is, therefore, unenforceable. If 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 of whether such indemnification
          by it is against public policy as expressed in the Securities Act of
          1933 and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe it meets all 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 Madison, State of Wisconsin, on this 1st day of
September 2000.

                                         Sonic Foundry, Inc.

                                         By:   /s/ Rimas Buinevicius
                                               ---------------------------
                                               Rimas Buinevicius, Chairman
                                               and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Rimas Buinevicius and Kenneth Minor as his true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, 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 other documents in connection therewith, with the Securities Exchange
Commission, granting unto 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 he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitutes or substitute 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                           Dated
---------------------------             --------------------------------------    -----------------
/s/ Rimas Buinevicius                   Chairman of the Board, Chief Executive    September 1, 2000
                                        Officer and Treasurer
                                        (Principal Executive Officer)
____________________________
Rimas Buinevicius

/s/ Kenneth Minor                        Chief Financial Officer                  September 1, 2000
                                         (Principal Financial and
                                          Accounting Officer)
____________________________
Kenneth Minor
6
/s/ Monty Schmidt              President and Director          September 1, 2000
---------------------------
Monty Schmidt

/s/ Curtis Palmer              Executive Vice President,       September 1, 2000
---------------------------    Chief Technology Officer
Curtis Palmer                  and Director

/s/ Frederick H. Kopko, Jr.    Secretary and Director          September 1, 2000
---------------------------
Frederick H. Kopko, Jr.

/s/ Arnold Pollard             Director                        September 1, 2000
---------------------------
Arnold Pollard

/s/ David Kleinman             Director                        September 1, 2000
---------------------------
David Kleinman

/s/ Jan Brzeski                Director                        September 1, 2000
---------------------------
Jan Brzeski

                                       7
INDEX TO EXHIBITS
Page
Item Number
Sequentially
Numbered                            Description
------------   -----------------------------------------------------------------
4.1            Registrant's 1999 Non-Qualified Stock Option Plan, as amended

5.1            Opinion of McBreen & Kopko as to the legality of the stock
               registered hereby

23.1           Consent of McBreen & Kopko (included in Exhibit 5)

23.2           Consent of Ernst & Young LLP

24.1           Power of Attorney (contained within Signature Page)
8