<PAGE>

     As filed with the Securities and Exchange Commission on March 24, 2000
                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                            MICROFIELD GRAPHICS, INC.
             (Exact name of registrant as specified in its charter)

                                 --------------
                  OREGON                                    93-0935149
      (State or other jurisdiction                         (IRS Employer
      of incorporation or organization)                 Identification No.)

       7216 SW DURHAM ROAD
        PORTLAND, OREGON                                     97224
      (Address of Principal                                (Zip Code)
      Executive Offices)

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

                            MICROFIELD GRAPHICS, INC.
                            1995 STOCK INCENTIVE PLAN
                              (Full title of plan)

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

                                 JOHN B. CONROY
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            MICROFIELD GRAPHICS, INC.
                               7216 SW DURHAM RD.
                               PORTLAND, OR 97224
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 620-4000

                                    Copy to:

                                STEPHEN E. BABSON
                                 STOEL RIVES LLP
                         900 SW FIFTH AVENUE, SUITE 2300
                           PORTLAND, OREGON 97204-1268

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                            Proposed                     Proposed
 Title of                                                   MAXIMUM                      MAXIMUM
Securities to Be                 Amount to Be             Offering Price                Aggregate                Amount of
 Registered                       Registered                Per Share (1)             Offering Price (1)       Registration Fee
------------------               -----------              ---------------             -----------------        -----------------
<S>                              <C>                      <C>                         <C>                      <C>
 Common Stock                    300,000 Shares                 $0.66                    $ 198,000                    $52.27

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)        Estimated solely for the purpose of calculating the registration fee
           pursuant to Rule 457(h) under the Securities Act of 1933. The
           calculation of the registration fee is based on $0.66, which was the
           average of the high and low prices of the Common Stock on March 20,
           2000 as reported for the OTC Bulletin Board.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed by Microfield Graphics, Inc.
(the "Company") with the Securities and Exchange Commission are incorporated
herein by reference:

                  (a) The Company's latest annual report filed pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the
         latest prospectus filed pursuant to rule 424(b) under the Securities
         Act of 1933 that contains audited financial statements for the
         Company's latest fiscal year for which such statements have been filed.

                  (b) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Securities Exchange Act of 1934 since the end of the fiscal year
         covered by the annual report or prospectus referred to in (a) above.

                  (c) The description of the authorized capital stock of the
         Company contained in the Company's registration statement filed under
         Section 12 of the Securities Exchange Act of 1934, including any
         amendment or report filed for the purpose of updating the description.

                  All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

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 VI of the Company's Fifth Restated Articles of Incorporation
(the "Articles"), requires indemnification of current or former directors or
officers of the Company to the fullest

                                     II-1

<PAGE>

extent not prohibited by the Oregon Business Corporation Act (the "Act"). The
effects of the Articles and the Act (the "Indemnification Provisions") are
summarized as follows:

                  (a) The Indemnification Provisions grant a right of
         indemnification in respect of any action, suit or proceeding (other
         than an action by or in the right of the Company) against expenses
         (including attorney fees), judgments, fines and amounts paid in
         settlement actually and reasonably incurred, if the person concerned
         acted in good faith and in a manner the person reasonably believed to
         be in or not opposed to the best interests of the Company, was not
         adjudged liable on the basis of receipt of an improper personal benefit
         and, with respect to any criminal action or proceeding, had no
         reasonable cause to believe the conduct was unlawful. The termination
         of an action, suit or proceeding by judgment, order, settlement,
         conviction or plea of nolo contendere does not, of itself, create a
         presumption that the person did not meet the required standards of
         conduct.

                  (b) The Indemnification Provisions grant a right of
         indemnification in respect of any action or suit by or in the right of
         the Company against the expenses (including attorney fees) actually and
         reasonably incurred if the person concerned acted in good faith and in
         a manner the person reasonably believed to be in or not opposed to the
         best interests of the Company, except that no right of indemnification
         will be granted if the person is adjudged to be liable to the Company.

                  (c) Every person who has been wholly successful on the merits
         of a controversy described in (a) or (b) above is entitled to
         indemnification as a matter of right.

                  (d) Because the limits of permissible indemnification under
         Oregon law are not clearly defined, the Indemnification Provisions may
         provide indemnification broader than that described in (a) and (b).

                  (e) The Company may advance to a director or officer the
         expenses incurred in defending any action, suit or proceeding in
         advance of its final disposition if the director or officer affirms in
         good faith that he or she has met the standard of conduct to be
         entitled to indemnification as described in (a) or (b) above and
         undertakes to repay any amount advanced if it is determined that the
         person did not meet the required standard of conduct.

         The Registrant may obtain insurance for the protection of its directors
and officers against any liability asserted against them in their official
capacities. The rights of indemnification described above are not exclusive of
any other rights of indemnification to which the persons indemnified may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise.

                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and

                                     II-2

<PAGE>

Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is therefore unenforceable.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

Item 8.  EXHIBITS.

<TABLE>
<S>                        <S>
                  4.1      Fifth Restated Articles of Incorporation of the
                           Company (incorporated by reference to Exhibit 3.3 to
                           the Company's Registration Statement on Form SB-2,
                           File No. 33-91890 (the "1995 SB-2")).

                  4.2      Bylaws of the Company (incorporated by reference to
                           Exhibit 3.2 to the 1995 SB-2).

                  5.1      Opinion of Stoel Rives LLP.

                  23.1     Consent of PriceWaterhouseCoopers LLP.

                  23.2     Consent of Stoel Rives LLP (included in Exhibit 5.1).

                  24.1     Powers of Attorney.
</TABLE>

Item 9.  UNDERTAKINGS.

The undersigned registrant hereby undertakes:

                  (a)(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;

                                     II-3

<PAGE>


         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed 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 Company 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 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 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.


                                     II-4

<PAGE>

                                   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 City of Portland, State of Oregon on March 24, 2000.

                            MICROFIELD GRAPHICS, INC.


                            By SANDRA PLEASANTS
                              ----------------------------
                               Sandra Pleasants
                               Chief 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 indicated on March 24, 2000.

<TABLE>
<CAPTION>
             Signature                        Title
             ---------                        -----
<S>                           <C>

* JOHN B. CONROY              President, Chief Executive Officer and Director
-------------------------
John B. Conroy                (Principal Executive Officer)


* WILLIAM P. CARGILE          Director
-------------------------
William P. Cargile


* HERBERT S. SHAW             Director
-------------------------
Herbert S. Shaw


SANDRA PLEASANTS              Chief Financial Officer
-------------------------
Sandra Pleasants              (Principal Financial and Accounting Officer)


*By:    SANDRA PLEASANTS
        ----------------
        Sandra Pleasants,
        Attorney-in-Fact
</TABLE>

                                     II-5

<PAGE>

                                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number       Document Description
-------      --------------------
<S>          <C>
4.1          Fifth Articles of Incorporation of the Company (incorporated by
             reference to Exhibit 3.3 to the Company's Registration Statement on
             Form SB-2, File No. 33-91890 (the A1995 SB-2 @)).

4.2          Bylaws of the Company (incorporated by reference to Exhibit 3.2 to
             the 1995 SB-2.

5.1          Opinion of Stoel Rives LLP.

23.1         Consent of PriceWaterhouseCoopers LLP.

23.2         Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1         Powers of Attorney.
</TABLE>

                                     II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16686}]
{"company-data": {"conformed-name": "MICROFIELD GRAPHICS INC /OR", "cik": "0000944947", "assigned-sic": "3577", "irs-number": "930935149", "state-of-incorporation": "OR", "fiscal-year-end": "0102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33294", "film-number": "578779"}, "business-address": {"street1": "9216 SW DURHAM RD", "city": "PORTLAND", "state": "OR", "zip": "97224", "phone": "5036204000"}, "mail-address": {"street1": "MICRFIELD GRAPHICS INC /OR", "street2": "9216 SW DURHAM RD", "city": "PORTLAND", "state": "OR", "zip": "97224"}}
As filed with the Securities and Exchange Commission on March 24, 2000
                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                            MICROFIELD GRAPHICS, INC.
             (Exact name of registrant as specified in its charter)

                                 --------------
                  OREGON                                    93-0935149
      (State or other jurisdiction                         (IRS Employer
      of incorporation or organization)                 Identification No.)

       7216 SW DURHAM ROAD
        PORTLAND, OREGON                                     97224
      (Address of Principal                                (Zip Code)
      Executive Offices)

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

                            MICROFIELD GRAPHICS, INC.
                            1995 STOCK INCENTIVE PLAN
                              (Full title of plan)

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

                                 JOHN B. CONROY
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            MICROFIELD GRAPHICS, INC.
                               7216 SW DURHAM RD.
                               PORTLAND, OR 97224
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 620-4000

                                    Copy to:

                                STEPHEN E. BABSON
                                 STOEL RIVES LLP
                         900 SW FIFTH AVENUE, SUITE 2300
                           PORTLAND, OREGON 97204-1268
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                            Proposed                     Proposed
 Title of                                                   MAXIMUM                      MAXIMUM
Securities to Be                 Amount to Be             Offering Price                Aggregate                Amount of
 Registered                       Registered                Per Share (1)             Offering Price (1)       Registration Fee
------------------               -----------              ---------------             -----------------        -----------------
Common Stock                    300,000 Shares                 $0.66                    $ 198,000                    $52.27

-----------------------------------------------------------------------------------------------------------------------------------
(1)        Estimated solely for the purpose of calculating the registration fee
           pursuant to Rule 457(h) under the Securities Act of 1933. The
           calculation of the registration fee is based on $0.66, which was the
           average of the high and low prices of the Common Stock on March 20,
           2000 as reported for the OTC Bulletin Board.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed by Microfield Graphics, Inc.
(the "Company") with the Securities and Exchange Commission are incorporated
herein by reference:

                  (a) The Company's latest annual report filed pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the
         latest prospectus filed pursuant to rule 424(b) under the Securities
         Act of 1933 that contains audited financial statements for the
         Company's latest fiscal year for which such statements have been filed.

                  (b) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Securities Exchange Act of 1934 since the end of the fiscal year
         covered by the annual report or prospectus referred to in (a) above.

                  (c) The description of the authorized capital stock of the
         Company contained in the Company's registration statement filed under
         Section 12 of the Securities Exchange Act of 1934, including any
         amendment or report filed for the purpose of updating the description.

                  All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

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 VI of the Company's Fifth Restated Articles of Incorporation
(the "Articles"), requires indemnification of current or former directors or
officers of the Company to the fullest

                                     II-1
extent not prohibited by the Oregon Business Corporation Act (the "Act"). The
effects of the Articles and the Act (the "Indemnification Provisions") are
summarized as follows:

                  (a) The Indemnification Provisions grant a right of
         indemnification in respect of any action, suit or proceeding (other
         than an action by or in the right of the Company) against expenses
         (including attorney fees), judgments, fines and amounts paid in
         settlement actually and reasonably incurred, if the person concerned
         acted in good faith and in a manner the person reasonably believed to
         be in or not opposed to the best interests of the Company, was not
         adjudged liable on the basis of receipt of an improper personal benefit
         and, with respect to any criminal action or proceeding, had no
         reasonable cause to believe the conduct was unlawful. The termination
         of an action, suit or proceeding by judgment, order, settlement,
         conviction or plea of nolo contendere does not, of itself, create a
         presumption that the person did not meet the required standards of
         conduct.

                  (b) The Indemnification Provisions grant a right of
         indemnification in respect of any action or suit by or in the right of
         the Company against the expenses (including attorney fees) actually and
         reasonably incurred if the person concerned acted in good faith and in
         a manner the person reasonably believed to be in or not opposed to the
         best interests of the Company, except that no right of indemnification
         will be granted if the person is adjudged to be liable to the Company.

                  (c) Every person who has been wholly successful on the merits
         of a controversy described in (a) or (b) above is entitled to
         indemnification as a matter of right.

                  (d) Because the limits of permissible indemnification under
         Oregon law are not clearly defined, the Indemnification Provisions may
         provide indemnification broader than that described in (a) and (b).

                  (e) The Company may advance to a director or officer the
         expenses incurred in defending any action, suit or proceeding in
         advance of its final disposition if the director or officer affirms in
         good faith that he or she has met the standard of conduct to be
         entitled to indemnification as described in (a) or (b) above and
         undertakes to repay any amount advanced if it is determined that the
         person did not meet the required standard of conduct.

         The Registrant may obtain insurance for the protection of its directors
and officers against any liability asserted against them in their official
capacities. The rights of indemnification described above are not exclusive of
any other rights of indemnification to which the persons indemnified may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise.

                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and

                                     II-2
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is therefore unenforceable.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

Item 8.  EXHIBITS.
4.1      Fifth Restated Articles of Incorporation of the
                           Company (incorporated by reference to Exhibit 3.3 to
                           the Company's Registration Statement on Form SB-2,
                           File No. 33-91890 (the "1995 SB-2")).

                  4.2      Bylaws of the Company (incorporated by reference to
                           Exhibit 3.2 to the 1995 SB-2).

                  5.1      Opinion of Stoel Rives LLP.

                  23.1     Consent of PriceWaterhouseCoopers LLP.

                  23.2     Consent of Stoel Rives LLP (included in Exhibit 5.1).

                  24.1     Powers of Attorney.
Item 9.  UNDERTAKINGS.

The undersigned registrant hereby undertakes:

                  (a)(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;

                                     II-3
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed 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 Company 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 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 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.

                                     II-4
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 City of Portland, State of Oregon on March 24, 2000.

                            MICROFIELD GRAPHICS, INC.

                            By SANDRA PLEASANTS
                              ----------------------------
                               Sandra Pleasants
                               Chief 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 indicated on March 24, 2000.
Signature                        Title
             ---------                        -----
* JOHN B. CONROY              President, Chief Executive Officer and Director
-------------------------
John B. Conroy                (Principal Executive Officer)

* WILLIAM P. CARGILE          Director
-------------------------
William P. Cargile

* HERBERT S. SHAW             Director
-------------------------
Herbert S. Shaw

SANDRA PLEASANTS              Chief Financial Officer
-------------------------
Sandra Pleasants              (Principal Financial and Accounting Officer)

*By:    SANDRA PLEASANTS
        ----------------
        Sandra Pleasants,
        Attorney-in-Fact
II-5
EXHIBIT INDEX
Exhibit
Number       Document Description
-------      --------------------
4.1          Fifth Articles of Incorporation of the Company (incorporated by
             reference to Exhibit 3.3 to the Company's Registration Statement on
             Form SB-2, File No. 33-91890 (the A1995 SB-2 @)).

4.2          Bylaws of the Company (incorporated by reference to Exhibit 3.2 to
             the 1995 SB-2.

5.1          Opinion of Stoel Rives LLP.

23.1         Consent of PriceWaterhouseCoopers LLP.

23.2         Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1         Powers of Attorney.
II-6