<PAGE>

     As filed with the Securities and Exchange Commission on August 27, 2004

                                                    Registration No. 333-_______

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 PSB GROUP, INC.
             (Exact name of registrant as specified in its charter)

            MICHIGAN                                     42-1591104
   (State or other jurisdiction of                    (I.R.S. employer
   incorporation or organization)                     identification no.)

                           1800 East Twelve Mile Road
                         Madison Heights, Michigan 48071
          (Address of principal executive offices, including zip code)

                                 PSB GROUP, INC.
                          2004 STOCK COMPENSATION PLAN
                            (Full title of the plan)

                                         WITH A COPY TO:
ROBERT L. COLE                           TIMOTHY E. KRAEPEL
PRESIDENT AND CHIEF EXECUTIVE OFFICER    HOWARD & HOWARD ATTORNEYS, P.C.
PSB GROUP, INC.                          THE PINEHURST OFFICE CENTER, SUITE 101
1800 EAST TWELVE MILE ROAD               39400 NORTH WOODWARD AVENUE
MADISON HEIGHTS, MICHIGAN 48071          BLOOMFIELD HILLS, MICHIGAN 48304-5151
(Name and address of agent for service)  (248) 645-1483
(248) 548-2900
(Telephone number, including area code, of agent for service)

<TABLE>
<Caption>

                                 CALCULATION OF REGISTRATION FEE
================================================================================================
                                                Proposed         Proposed
                                  Amount         maximum          maximum
  Title of Securities to           to be      offering price     aggregate         Amount of
      be Registered             registered      per share      offering price   Registration fee
                                    (1)           (2)              (2)
-----------------------------   -----------   ------------   ----------------   ----------------
<S>                             <C>           <C>            <C>                <C>
Common Stock, no par value        450,000        $20.125        $9,056,250          $1,148
================================================================================================
</TABLE>

(1) Plus, pursuant to Rule 416, an indeterminate number of additional shares as
may be issuable in the event of an adjustment as a result of an increase in the
number of issued shares of Registrant's Common Stock resulting from a
subdivision of such shares, the payment of stock dividends or certain other
capital adjustments as provided in the above-referenced 2004 Stock Compensation
Plan.

(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and (h) based on the $20.125 average of the closing
bid and asked prices of Registrant's Common Stock on the OTC Bulletin Board on
August 24, 2004.


<PAGE>




                                     PART I.

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

* Information required by Part I to be contained in this Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended ("Securities Act"), and the
Note to Part I on Form S-8.


                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (File No. 000-50301) are
incorporated in this Registration Statement by reference:

         (1) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2003;

         (2) the Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2004 and June 30, 2004;

         (3) all other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
December 31, 2003;

         (4) the information contained in the Registrant's definitive Proxy
Statement filed with the Commission on March 29, 2004 relating to its 2004
Annual Meeting of Shareholders (with the exception of the compensation committee
report, the audit committee report, and the performance graph which are not
incorporated by reference); and

         (5) the description of Registrant's Common Stock, no par value which is
contained in Registrant's Current Report on Form 8-K filed with the Commission
on August 27, 2004, including any amendments or reports filed for the purpose of
updating such description.

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


                                       2


<PAGE>




ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article 7 of the Registrant's Bylaws provides as follows:

             ARTICLE VII. INDEMNIFICATION OF OFFICERS AND DIRECTORS

         7.1 GENERAL. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative including without limitation any proceeding in the right of the
Corporation, by reason of the fact that he/she is or was a director, officer,
employee or agent of the Corporation, is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorney fees, judgments, penalties, fines and amounts paid in
settlement as are actually and reasonably incurred by him/her in connection with
such action, suit or proceeding to the maximum extent permitted by the laws of
the State of Michigan and consistent with the provisions of the Michigan
Business Corporation Act, as the same now exists or may hereafter be amended
(the "Act").

         7.2 PURCHASE OF DIRECTOR AND OFFICER LIABILITY INSURANCE. The
Corporation may purchase and maintain insurance or create and maintain a trust
fund or other form of funded arrangement on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another depository institution, domestic or foreign
corporation, partnership, joint venture, trust or other enterprise, whether for
profit or not, against any liability asserted against the person and incurred by
him or her in any such capacity or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify the person
against the liability under these Bylaws or the Act.

         7.3 PROVISIONS FOR INDEMNIFICATION NOT EXCLUSIVE. The foregoing
provisions for indemnification of advancement of expenses shall not be exclusive
of other rights to which a person seeking indemnification or advancement of
expenses may be entitled by contract or otherwise by law, and the foregoing
rights of indemnification shall inure to the benefit of the heirs and personal
representatives of such persons.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

             Not applicable.


                                       3
<PAGE>

ITEM 8.  EXHIBITS

         The exhibits filed herewith or incorporated by reference herein are set
forth in the Exhibit index filed as part of this Registration Statement on page
7 hereof.

ITEM 9.  UNDERTAKINGS

         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 (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
period reports filed by the Registrant pursuant to Section 13 or 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.

             The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a 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.

                                       4

<PAGE>




                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5

<PAGE>




                                   SIGNATURES

         The Registrant. 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 City of Madison Heights, State of Michigan, on August
27, 2004.


                     PSB GROUP, INC.
                              (Registrant)


                     By:      /s/Robert L. Cole
                        --------------------------------------------------------
                              Robert L. Cole
                              President, Chief Executive Officer and Director
                              (Principal Executive Officer)


                     By:      /s/David A. Wilson
                        --------------------------------------------------------
                              David A. Wilson
                              Senior Vice President and Chief Financial Officer
                              (Principal Financial 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 dates indicated.

<TABLE>
<Caption>


                  Signature                                  Title                                             Date
                  ---------                                  -----                                             ----
<S>                                                       <C>                                         <C>
/s/Robert L. Cole                                         President, Chief Executive Officer          August 27, 2004
--------------------------------------------              (Principal Executive Officer)
Robert L. Cole                                            and Director


     **                                                   Chairman of the Board                       August 27, 2004
--------------------------------------------              and Director
David L. Wood


    **                                                    Director                                    August 27, 2004
--------------------------------------------
James B. Jacobs


    **                                                    Director                                    August 27, 2004
--------------------------------------------
Michael J. Kowalski

                                                          Director                                    August 27, 2004
     **
--------------------------------------------
Longine V. Morawski

    **                                                    Director                                    August 27, 2004
--------------------------------------------
Sydney L. Ross


    **                                                    Director                                    August 27, 2004
--------------------------------------------
Edward H. Turner

</TABLE>



**By:    /s/Robert L. Cole
     -------------------------------
         Robert L. Cole
         Attorney-in-Fact

                                       6

<PAGE>





                                  EXHIBIT INDEX

        EXHIBIT
        NUMBER        DESCRIPTION


        5.1           Opinion of Howard & Howard Attorneys, P.C.

        23.1          Consent of Plante & Moran, PLLC.

        23.2          Consent of Howard & Howard Attorneys, P.C. (contained in
                      their opinion filed as Exhibit 5.1).

        24            Power of Attorney


                                       7
[{"type": "S-8", "sequence": "1", "filename": "k87825sv8.txt", "description": "2004 STOCK COMPENSATION PLAN", "secsgml_size_bytes": 16200}]
{"company-data": {"conformed-name": "PSB GROUP INC", "cik": "0001235091", "assigned-sic": "6021", "irs-number": "421591104", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118594", "film-number": "041000475"}, "business-address": {"street1": "1800 EAST TWELVE MILE ROAD", "city": "MADISON HEIGHTS", "state": "MI", "zip": "48071", "phone": "2485482900"}}
As filed with the Securities and Exchange Commission on August 27, 2004

                                                    Registration No. 333-_______

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 PSB GROUP, INC.
             (Exact name of registrant as specified in its charter)

            MICHIGAN                                     42-1591104
   (State or other jurisdiction of                    (I.R.S. employer
   incorporation or organization)                     identification no.)

                           1800 East Twelve Mile Road
                         Madison Heights, Michigan 48071
          (Address of principal executive offices, including zip code)

                                 PSB GROUP, INC.
                          2004 STOCK COMPENSATION PLAN
                            (Full title of the plan)

                                         WITH A COPY TO:
ROBERT L. COLE                           TIMOTHY E. KRAEPEL
PRESIDENT AND CHIEF EXECUTIVE OFFICER    HOWARD & HOWARD ATTORNEYS, P.C.
PSB GROUP, INC.                          THE PINEHURST OFFICE CENTER, SUITE 101
1800 EAST TWELVE MILE ROAD               39400 NORTH WOODWARD AVENUE
MADISON HEIGHTS, MICHIGAN 48071          BLOOMFIELD HILLS, MICHIGAN 48304-5151
(Name and address of agent for service)  (248) 645-1483
(248) 548-2900
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================================
                                                Proposed         Proposed
                                  Amount         maximum          maximum
  Title of Securities to           to be      offering price     aggregate         Amount of
      be Registered             registered      per share      offering price   Registration fee
                                    (1)           (2)              (2)
-----------------------------   -----------   ------------   ----------------   ----------------
Common Stock, no par value        450,000        $20.125        $9,056,250          $1,148
================================================================================================
(1) Plus, pursuant to Rule 416, an indeterminate number of additional shares as
may be issuable in the event of an adjustment as a result of an increase in the
number of issued shares of Registrant's Common Stock resulting from a
subdivision of such shares, the payment of stock dividends or certain other
capital adjustments as provided in the above-referenced 2004 Stock Compensation
Plan.

(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and (h) based on the $20.125 average of the closing
bid and asked prices of Registrant's Common Stock on the OTC Bulletin Board on
August 24, 2004.
PART I.

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

* Information required by Part I to be contained in this Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended ("Securities Act"), and the
Note to Part I on Form S-8.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (File No. 000-50301) are
incorporated in this Registration Statement by reference:

         (1) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2003;

         (2) the Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2004 and June 30, 2004;

         (3) all other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
December 31, 2003;

         (4) the information contained in the Registrant's definitive Proxy
Statement filed with the Commission on March 29, 2004 relating to its 2004
Annual Meeting of Shareholders (with the exception of the compensation committee
report, the audit committee report, and the performance graph which are not
incorporated by reference); and

         (5) the description of Registrant's Common Stock, no par value which is
contained in Registrant's Current Report on Form 8-K filed with the Commission
on August 27, 2004, including any amendments or reports filed for the purpose of
updating such description.

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

                                       2
ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article 7 of the Registrant's Bylaws provides as follows:

             ARTICLE VII. INDEMNIFICATION OF OFFICERS AND DIRECTORS

         7.1 GENERAL. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative including without limitation any proceeding in the right of the
Corporation, by reason of the fact that he/she is or was a director, officer,
employee or agent of the Corporation, is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorney fees, judgments, penalties, fines and amounts paid in
settlement as are actually and reasonably incurred by him/her in connection with
such action, suit or proceeding to the maximum extent permitted by the laws of
the State of Michigan and consistent with the provisions of the Michigan
Business Corporation Act, as the same now exists or may hereafter be amended
(the "Act").

         7.2 PURCHASE OF DIRECTOR AND OFFICER LIABILITY INSURANCE. The
Corporation may purchase and maintain insurance or create and maintain a trust
fund or other form of funded arrangement on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another depository institution, domestic or foreign
corporation, partnership, joint venture, trust or other enterprise, whether for
profit or not, against any liability asserted against the person and incurred by
him or her in any such capacity or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify the person
against the liability under these Bylaws or the Act.

         7.3 PROVISIONS FOR INDEMNIFICATION NOT EXCLUSIVE. The foregoing
provisions for indemnification of advancement of expenses shall not be exclusive
of other rights to which a person seeking indemnification or advancement of
expenses may be entitled by contract or otherwise by law, and the foregoing
rights of indemnification shall inure to the benefit of the heirs and personal
representatives of such persons.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

             Not applicable.

                                       3
ITEM 8.  EXHIBITS

         The exhibits filed herewith or incorporated by reference herein are set
forth in the Exhibit index filed as part of this Registration Statement on page
7 hereof.

ITEM 9.  UNDERTAKINGS

         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 (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
period reports filed by the Registrant pursuant to Section 13 or 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.

             The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a 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.

                                       4
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         The Registrant. 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 City of Madison Heights, State of Michigan, on August
27, 2004.

                     PSB GROUP, INC.
                              (Registrant)

                     By:      /s/Robert L. Cole
                        --------------------------------------------------------
                              Robert L. Cole
                              President, Chief Executive Officer and Director
                              (Principal Executive Officer)

                     By:      /s/David A. Wilson
                        --------------------------------------------------------
                              David A. Wilson
                              Senior Vice President and Chief Financial Officer
                              (Principal Financial 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 dates indicated.
Signature                                  Title                                             Date
                  ---------                                  -----                                             ----
/s/Robert L. Cole                                         President, Chief Executive Officer          August 27, 2004
--------------------------------------------              (Principal Executive Officer)
Robert L. Cole                                            and Director

     **                                                   Chairman of the Board                       August 27, 2004
--------------------------------------------              and Director
David L. Wood

    **                                                    Director                                    August 27, 2004
--------------------------------------------
James B. Jacobs

    **                                                    Director                                    August 27, 2004
--------------------------------------------
Michael J. Kowalski

                                                          Director                                    August 27, 2004
     **
--------------------------------------------
Longine V. Morawski

    **                                                    Director                                    August 27, 2004
--------------------------------------------
Sydney L. Ross

    **                                                    Director                                    August 27, 2004
--------------------------------------------
Edward H. Turner
**By:    /s/Robert L. Cole
     -------------------------------
         Robert L. Cole
         Attorney-in-Fact

                                       6
EXHIBIT INDEX

        EXHIBIT
        NUMBER        DESCRIPTION

        5.1           Opinion of Howard & Howard Attorneys, P.C.

        23.1          Consent of Plante & Moran, PLLC.

        23.2          Consent of Howard & Howard Attorneys, P.C. (contained in
                      their opinion filed as Exhibit 5.1).

        24            Power of Attorney

                                       7