<PAGE>   1
    As filed with the Securities and Exchange Commission on May 30, 2001

                                                          Registration No. 333-
-------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                        Sunrise Assisted Living, Inc.
          ---------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                                   Delaware
      ------------------------------------------------------------------
        (State or other jurisdiction of incorporation or organization)

                                  54-1746596
                   ----------------------------------------
                     (I.R.S. employer identification no.)

                    7902 Westpark Drive, McLean, VA 22102
                    -------------------------------------
             (Address of principal executive offices) (Zip code)

                            2001 Stock Option Plan
                            ----------------------
                           (Full title of the plan)

                         Thomas B. Newell, President
                        Sunrise Assisted Living, Inc.
                    7902 Westpark Drive, McLean, VA 22102
                    -------------------------------------
                   (Name and address of agent for service)

                                (703) 273-7500
      ------------------------------------------------------------------
        (Telephone number, including area code, of agent for service)

                                   Copy to:

                           George P. Barsness, Esq.
                            Hogan & Hartson L.L.P.
                               Columbia Square
                         555 Thirteenth Street, N.W.
                            Washington, D.C. 20004
                                (202) 637-5600

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
Title of securities              Amount to be         Proposed maximum           Proposed maximum           Amount of
  to be registered                registered      offering price per share   aggregate offering price   registration fee
---------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>                        <C>                        <C>
Common Stock,
par value $.01 per share           750,000               $21.48 (1)             $16,110,000 (1)            $4,027.50
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

         (1) Estimated pursuant to Rule 457(h) under the Securities Act of
1933, as amended, as of May 22, 2001 solely for the purpose of calculating the
registration fee.

                          Exhibit Index is on page 8


<PAGE>   2


                                    PART I


             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424.


                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Sunrise Assisted Living, Inc. (the "Registrant") hereby incorporates
by reference into this registration statement the following documents:

         (a)      The Registrant's Annual Report on Form 10-K for the year
                  ended December 31, 2000;

         (b)      The Registrant's Form 8-K dated March 9, 2001;

         (c)      The Registrant's Form 10-Q for the quarter ended March 31,
                  2001;

         (d)      The description of the Registrant's common stock, par value
                  $.01 per share (the "Common Stock"), contained in the
                  Registrant's Form 8-A filed with the Commission on May 16,
                  2001; and

         (e)      All documents filed by the Registrant subsequent to the date
                  hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of
                  the Securities Exchange Act of 1934, prior to the filing of
                  a post-effective amendment which indicates that all
                  securities offered have been sold or which deregisters all
                  securities remaining unsold, which documents will be part of
                  the registration statement from the date of filing of such
                  documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable (the Common Stock is registered under Section 12 of
the Exchange Act).

                                    - 2 -

<PAGE>   3



ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Section 145 of the Delaware General Corporation Law (the
"Delaware Law"), a corporation may indemnify its directors, officers,
employees and agents and its former directors, officers, employees and agents
and those who serve, at the corporation's request, in such capacities with
another enterprise, against expenses (including attorneys' fees), as well as
judgments, fines and settlements in nonderivative lawsuits, actually and
reasonably incurred in connection with the defense of any action, suit or
proceeding in which they or any of them were or are made parties or are
threatened to be made parties by reason of their serving or having served in
such capacity. The Delaware Law provides, however, that such person must have
acted in good faith and in a manner he or she reasonably believed to be in (or
not opposed to) the best interests of the corporation and, in the case of a
criminal action, such person must have had no reasonable cause to believe his
or her conduct was unlawful. In addition, the Delaware Law does not permit
indemnification in an action or suit by or in the right of the corporation,
where such person has been adjudged liable to the corporation, unless, and
only to the extent that, a court determines that such person fairly and
reasonably is entitled to indemnity for expenses the court deems proper in
light of liability adjudication. Indemnity is mandatory to the extent a claim,
issue or matter has been successfully defended.

         The Registrant's Amended and Restated By-laws (the "By-laws") provide
for mandatory indemnification of directors and officers generally to the same
extent authorized by the Delaware Law. Under the By-laws, the Registrant must
advance expenses incurred by an officer or director in defending any such
action if the director or officer undertakes to repay such amount if it is
determined that he or she is not entitled to indemnification.

         The Registrant has entered into separate indemnification agreements
with certain of its directors and officers. Each indemnification agreement
provides for, among other things: (i) indemnification against any and all
expenses, liabilities and losses (including attorneys' fees, judgments, fines,
taxes, penalties and amounts paid in settlement) of any claim against an
indemnified party unless it is determined, as provided in the indemnification
agreement, that indemnification is not permitted under applicable law and (ii)
prompt advancement of expenses to any indemnified party in connection with his
or her defense against any claim.

         The Registrant also maintains directors' and officers' liability
insurance.

                                  * * * * *

         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
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification

                                    - 3 -

<PAGE>   4


against such liabilities (other than the payment by the Registrant of the
expenses incurred or paid by a director, officer or controlling person of the
Registrant of 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
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.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number                                Description
-------                               -----------
<S>        <C>
  5         Opinion of Hogan & Hartson L.L.P. regarding the legality of the
            shares being registered.

  23.1      Consent of Ernst & Young LLP

  23.2      Consent of Hogan & Hartson L.L.P.
            (See Exhibit 5)
</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.

                                    - 4 -

<PAGE>   5

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and 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 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 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.

       (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 Securities
                  Exchange Act of 1934 (and, where applicable, each filing of
                  an employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the registration statement
                  shall be deemed to be a new registration statement relating
                  to the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial
                  bona fide offering thereof.

       (c)        The undertaking concerning indemnification is set forth
                  under the response to Item 6.

                                    - 5 -

<PAGE>   6


                                  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 County of Fairfax, Commonwealth of Virginia,
on this 30th day of May, 2001.

                                            SUNRISE ASSISTED LIVING, INC.



                                            By: /s/ Paul J. Klaassen
                                               --------------------------------
                                                 Paul J. Klaassen
                                                 Chairman of the Board and
                                                 Chief Executive Officer

         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 date indicated.

<TABLE>
<CAPTION>
SIGNATURE                                           TITLE                                DATE
<S>                                     <C>                                        <C>
/s/ Paul J. Klaassen
------------------------------------
Paul J. Klaassen                        Chairman of the Board                       May 30, 2001
                                        and Chief Executive Officer
                                        (Principal Executive Officer)


/s/ Larry E. Hulse
------------------------------------
Larry E. Hulse                          Chief Financial Officer                     May 30, 2001
                                        (Principal Financial Officer)


/s/ Carl G. Adams
------------------------------------
Carl G. Adams                           Chief Accounting Officer                    May 30, 2001
                                        (Principal Accounting Officer)


/s/ David W. Faeder
------------------------------------
David W. Faeder                         Vice Chairman of the Board                  May 30, 2001


/s/ Ronald V. Aprahamian
------------------------------------
Ronald V. Aprahamian                    Director                                    May 30, 2001
</TABLE>

                                    - 6 -

<PAGE>   7

<TABLE>
<CAPTION>
SIGNATURE                                TITLE                                           DATE
<S>                                     <C>                                        <C>
/s/ David G. Bradley
------------------------------------
David G. Bradley                        Director                                    May 30, 2001


/s/ Craig R. Callen
------------------------------------
Craig R. Callen                         Director                                    May 30, 2001


/s/ Thomas J. Donohue
------------------------------------
Thomas J. Donohue                       Director                                    May 30, 2001


/s/ Teresa M. Klaassen
------------------------------------
Teresa M. Klaassen                      Director                                    May 30, 2001


/s/ Peter A. Klisares
------------------------------------
Peter A. Klisares                       Director                                    May 30, 2001


/s/ J. Douglas Holladay
------------------------------------
J. Douglas Holladay                     Director                                    May 30, 2001
</TABLE>


                                    - 7 -

<PAGE>   8


                                EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                     Description                                                  Page
-------                    -----------                                                  ----
<S>                        <C>                                                          <C>
       5                   Opinion of Hogan & Hartson L.L.P. regarding
                           the legality of the shares being registered.

       23.1                Consent of Ernst & Young LLP

       23.2                Consent of Hogan & Hartson L.L.P.
                           (See Exhibit 5)
</TABLE>

                                    - 8 -
[{"type": "S-8", "sequence": "1", "filename": "w49561as-8.txt", "description": "REGISTRATION STATEMENT FORM S-8", "secsgml_size_bytes": 18138}]
{"company-data": {"conformed-name": "SUNRISE ASSISTED LIVING INC", "cik": "0001011064", "assigned-sic": "8050", "irs-number": "541746596", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61918", "film-number": "1650982"}, "business-address": {"street1": "7902 WESTPARK DR", "city": "MCLEAN", "state": "VA", "zip": "22102", "phone": "7032737500"}, "mail-address": {"street1": "7902 WESTPARK DR", "city": "MCLEAN", "state": "VA", "zip": "22102"}}
1
    As filed with the Securities and Exchange Commission on May 30, 2001

                                                          Registration No. 333-
-------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                        Sunrise Assisted Living, Inc.
          ---------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                                   Delaware
      ------------------------------------------------------------------
        (State or other jurisdiction of incorporation or organization)

                                  54-1746596
                   ----------------------------------------
                     (I.R.S. employer identification no.)

                    7902 Westpark Drive, McLean, VA 22102
                    -------------------------------------
             (Address of principal executive offices) (Zip code)

                            2001 Stock Option Plan
                            ----------------------
                           (Full title of the plan)

                         Thomas B. Newell, President
                        Sunrise Assisted Living, Inc.
                    7902 Westpark Drive, McLean, VA 22102
                    -------------------------------------
                   (Name and address of agent for service)

                                (703) 273-7500
      ------------------------------------------------------------------
        (Telephone number, including area code, of agent for service)

                                   Copy to:

                           George P. Barsness, Esq.
                            Hogan & Hartson L.L.P.
                               Columbia Square
                         555 Thirteenth Street, N.W.
                            Washington, D.C. 20004
                                (202) 637-5600

                       CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
Title of securities              Amount to be         Proposed maximum           Proposed maximum           Amount of
  to be registered                registered      offering price per share   aggregate offering price   registration fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 per share           750,000               $21.48 (1)             $16,110,000 (1)            $4,027.50
---------------------------------------------------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(h) under the Securities Act of
1933, as amended, as of May 22, 2001 solely for the purpose of calculating the
registration fee.

                          Exhibit Index is on page 8
2

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Sunrise Assisted Living, Inc. (the "Registrant") hereby incorporates
by reference into this registration statement the following documents:

         (a)      The Registrant's Annual Report on Form 10-K for the year
                  ended December 31, 2000;

         (b)      The Registrant's Form 8-K dated March 9, 2001;

         (c)      The Registrant's Form 10-Q for the quarter ended March 31,
                  2001;

         (d)      The description of the Registrant's common stock, par value
                  $.01 per share (the "Common Stock"), contained in the
                  Registrant's Form 8-A filed with the Commission on May 16,
                  2001; and

         (e)      All documents filed by the Registrant subsequent to the date
                  hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of
                  the Securities Exchange Act of 1934, prior to the filing of
                  a post-effective amendment which indicates that all
                  securities offered have been sold or which deregisters all
                  securities remaining unsold, which documents will be part of
                  the registration statement from the date of filing of such
                  documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable (the Common Stock is registered under Section 12 of
the Exchange Act).

                                    - 2 -
3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Section 145 of the Delaware General Corporation Law (the
"Delaware Law"), a corporation may indemnify its directors, officers,
employees and agents and its former directors, officers, employees and agents
and those who serve, at the corporation's request, in such capacities with
another enterprise, against expenses (including attorneys' fees), as well as
judgments, fines and settlements in nonderivative lawsuits, actually and
reasonably incurred in connection with the defense of any action, suit or
proceeding in which they or any of them were or are made parties or are
threatened to be made parties by reason of their serving or having served in
such capacity. The Delaware Law provides, however, that such person must have
acted in good faith and in a manner he or she reasonably believed to be in (or
not opposed to) the best interests of the corporation and, in the case of a
criminal action, such person must have had no reasonable cause to believe his
or her conduct was unlawful. In addition, the Delaware Law does not permit
indemnification in an action or suit by or in the right of the corporation,
where such person has been adjudged liable to the corporation, unless, and
only to the extent that, a court determines that such person fairly and
reasonably is entitled to indemnity for expenses the court deems proper in
light of liability adjudication. Indemnity is mandatory to the extent a claim,
issue or matter has been successfully defended.

         The Registrant's Amended and Restated By-laws (the "By-laws") provide
for mandatory indemnification of directors and officers generally to the same
extent authorized by the Delaware Law. Under the By-laws, the Registrant must
advance expenses incurred by an officer or director in defending any such
action if the director or officer undertakes to repay such amount if it is
determined that he or she is not entitled to indemnification.

         The Registrant has entered into separate indemnification agreements
with certain of its directors and officers. Each indemnification agreement
provides for, among other things: (i) indemnification against any and all
expenses, liabilities and losses (including attorneys' fees, judgments, fines,
taxes, penalties and amounts paid in settlement) of any claim against an
indemnified party unless it is determined, as provided in the indemnification
agreement, that indemnification is not permitted under applicable law and (ii)
prompt advancement of expenses to any indemnified party in connection with his
or her defense against any claim.

         The Registrant also maintains directors' and officers' liability
insurance.

                                  * * * * *

         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
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification

                                    - 3 -
4

against such liabilities (other than the payment by the Registrant of the
expenses incurred or paid by a director, officer or controlling person of the
Registrant of 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
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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
Exhibit
Number                                Description
-------                               -----------
5         Opinion of Hogan & Hartson L.L.P. regarding the legality of the
            shares being registered.

  23.1      Consent of Ernst & Young LLP

  23.2      Consent of Hogan & Hartson L.L.P.
            (See Exhibit 5)
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.

                                    - 4 -
5

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and 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 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 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.

       (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 Securities
                  Exchange Act of 1934 (and, where applicable, each filing of
                  an employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the registration statement
                  shall be deemed to be a new registration statement relating
                  to the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial
                  bona fide offering thereof.

       (c)        The undertaking concerning indemnification is set forth
                  under the response to Item 6.

                                    - 5 -
6

                                  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 County of Fairfax, Commonwealth of Virginia,
on this 30th day of May, 2001.

                                            SUNRISE ASSISTED LIVING, INC.

                                            By: /s/ Paul J. Klaassen
                                               --------------------------------
                                                 Paul J. Klaassen
                                                 Chairman of the Board and
                                                 Chief Executive Officer

         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 date indicated.
SIGNATURE                                           TITLE                                DATE
/s/ Paul J. Klaassen
------------------------------------
Paul J. Klaassen                        Chairman of the Board                       May 30, 2001
                                        and Chief Executive Officer
                                        (Principal Executive Officer)

/s/ Larry E. Hulse
------------------------------------
Larry E. Hulse                          Chief Financial Officer                     May 30, 2001
                                        (Principal Financial Officer)

/s/ Carl G. Adams
------------------------------------
Carl G. Adams                           Chief Accounting Officer                    May 30, 2001
                                        (Principal Accounting Officer)

/s/ David W. Faeder
------------------------------------
David W. Faeder                         Vice Chairman of the Board                  May 30, 2001

/s/ Ronald V. Aprahamian
------------------------------------
Ronald V. Aprahamian                    Director                                    May 30, 2001
- 6 -
7
SIGNATURE                                TITLE                                           DATE
/s/ David G. Bradley
------------------------------------
David G. Bradley                        Director                                    May 30, 2001

/s/ Craig R. Callen
------------------------------------
Craig R. Callen                         Director                                    May 30, 2001

/s/ Thomas J. Donohue
------------------------------------
Thomas J. Donohue                       Director                                    May 30, 2001

/s/ Teresa M. Klaassen
------------------------------------
Teresa M. Klaassen                      Director                                    May 30, 2001

/s/ Peter A. Klisares
------------------------------------
Peter A. Klisares                       Director                                    May 30, 2001

/s/ J. Douglas Holladay
------------------------------------
J. Douglas Holladay                     Director                                    May 30, 2001
- 7 -
8

                                EXHIBIT INDEX
Exhibit
Number                     Description                                                  Page
-------                    -----------                                                  ----
5                   Opinion of Hogan & Hartson L.L.P. regarding
                           the legality of the shares being registered.

       23.1                Consent of Ernst & Young LLP

       23.2                Consent of Hogan & Hartson L.L.P.
                           (See Exhibit 5)
- 8 -