UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933



                        Bach-Hauser, Inc.
     (Exact name of registrant as specified in its charter)

    Nevada                              88-0390697
(State of Incorporation)          (I.R.S. Employer ID No.)

1221 W. Pacific Coast Hwy., #329                     92663
(Address of Principal Executive Offices)          (Zip Code)


                       Legal Services Plan
                    (Full title of the Plan)

                      Incorp Services, Inc.
                    3675 Pecos-McLeod, #1400
                       Las Vegas, NV 89121
                         (702) 866-2500
       (Name, address and telephone of agent for service)

                         With a copy to:

                    Chapman & Flanagan, Ltd.
                 777 N. Rainbow Blvd., Suite 390
                       Las Vegas, NV 89107


Calculation of Registration Fee


 Title of     Amount to     Proposed     Proposed     Amount of
Securities        be        Maximum     Aggregate    Registration
   to be      Registered    Offering     Offering        Fee
Registered                 Price Per      Price
                           Share (1)

  Common      2,015,000      $0.05     $100,750.00    $  26.60
   Stock        Shares
(1)  The Offering Price is used solely for purposes of estimating
the   registration  fee  pursuant  to  Rules  457(c)  and  457(h)
promulgated pursuant to the Securities Act of 1933. The  Offering
Price is estimated as the average of the bid and asked prices  on
August 24, 2001.

                             Part I
      Information Required in the Section 10(a) Prospectus

Item 1. Plan Information

The  Company  is offering shares of its common stock  to  various
individuals  for legal and consulting services performed  on  the
Company's behalf. This issuance of shares is being made  pursuant
to  a  Legal Services Plan (the "Plan") adopted by the  Board  of
Directors on November 17, 2000. The Board has equated this number
of  shares to the value of the legal services provided or  to  be
provided  by these individuals. The shares issued hereunder  will
not  be  subject  to any resale restrictions.  The  Plan  is  not
qualified under ERISA. The following individuals will receive the
number of shares listed next to their names:

  Sean P. Flanagan         500,000 shares for legal services
  Daniel G. Chapman        500,000 shares for legal services
  Sandy Maini               75,000 shares for legal services
  Deborah K. Talbert        75,000 shares for legal services
  Haunani Magalianes        75,000 shares for legal services
  David E. Schild          390,000 shares for legal services
  Louie Sopov              400,000 shares for legal services

Item 2. Registrant Information and Employee Plan Annual
Information

The  participants  shall provided a written  statement  notifying
them  that  upon written or oral request they will  be  provided,
without  charge, (i) the documents incorporated by  reference  in
Item  3 of Part II of the registration statement, and (ii)  other
documents  required to be delivered pursuant to Rule 428(b).  The
statement  will inform the participants that these documents  are
incorporated  by  reference in the Section 10(a) prospectus,  and
shall  include  the  address (giving  title  or  department)  and
telephone number to which the request is to be directed.

                             Part II
       Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

Incorporated  by reference into this Registration  Statement  are
the contents of the Company's Registration Statement on Form S-8,
and  the  Company's Annual Report on Form 10-KSB for  the  period
ended  December 31, 2000, the Company's Quarterly Report on  Form
10-QSB  for  the period ended March 31, 2001, and  the  Company's
Quarterly  Report on Form 10-QSB for the period  ended  June  30,
2001.  All  documents  filed by the Company with  the  Commission
pursuant  to Section 13(a), 13(c), 14 or 15(d) of the  Securities
Exchange  Act  of  1934,  as amended,  after  the  date  of  this
Registration  Statement  and prior  to  the  termination  of  the
offering  shall  be deemed to be incorporated by  reference  into
this Registration Statement and to be a part hereof from the date
of  filing of such Registration Statement and to be a part hereof
from  the  date  of  filing  of such  documents.   Any  statement
contained in a document incorporated or deemed to be incorporated
by  reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that  a
statement  contained  herein or in any other  subsequently  filed
document  which  also  is  or is deemed  to  be  incorporated  by
reference herein modifies or supersedes such statement.  Any such
statement  so modified or superseded shall not be deemed,  except
as  so  modified  or superseded, to constitute  a  part  of  this
Registration Statement.  The Company will provide without  charge
to  each person to whom a copy of this Registration Statement  is
delivered, on the written or oral request of such person, a  copy
of  any or all of the documents referred to above which have been
or  may  be  incorporated  by reference  into  this  Registration
Statement,   other  than  certain  exhibits  to  such  documents.
Requests  for  such  copies  shall  be  directed  to  Shareholder
Relations,  Bach-Hauser, Inc., 1221 W. Pacific Coast Hwy.,  #329,
Newport Beach, CA 92663, telephone (949) 515-7341.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interest of Named Experts and Counsel.

The  shares  being  registered herein are  being  issued  to  the
Registrant's  attorneys for services provided to the  Registrant.
Neither the Registrant's Accountants nor any other experts  named
in the registration statement has any equity or other interest in
the Registrant.

Item 6. Indemnification of Directors and Officers.

The  Company  and  its  affiliates  may  not  be  liable  to  its
shareholders  for errors in judgment or other acts  or  omissions
not  amounting  to intentional misconduct, fraud,  or  a  knowing
violation  of  the law, since provisions have been  made  in  the
Articles  of  Incorporation and By-laws limiting such  liability.
The  Articles  of  Incorporation and  By-laws  also  provide  for
indemnification of the officers and directors of the  Company  in
most  cases  for any liability suffered by them or  arising  from
their activities as officers and directors of the Company if they
were  not engaged in intentional misconduct, fraud, or a  knowing
violation  of the law. Therefore, purchasers of these  securities
may  have  a  more limited right of action than they  would  have
except  for this limitation in the Articles of Incorporation  and
By-laws.

The  officers and directors of the Company are accountable to the
Company  as fiduciaries, which means such officers and  directors
are required to exercise good faith and integrity in handling the
Company's  affairs. A shareholder may be able to institute  legal
action  on  behalf  of  himself and all others  similarly  stated
shareholders to recover damages where the Company has  failed  or
refused to observe the law.

Shareholders may, subject to applicable rules of civil procedure,
be  able  to  bring a class action or derivative suit to  enforce
their  rights, including rights under certain federal  and  state
securities  laws and regulations. Shareholders who have  suffered
losses  in connection with the purchase or sale of their interest
in  the  Company  in  connection  with  such  sale  or  purchase,
including  the misapplication by any such officer or director  of
the  proceeds from the sale of these securities, may be  able  to
recover such losses from the Company.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The rights of common shareholders are defined in the Registrant's
Articles of Incorporation which have been incorporated into  this
Registration  Statement by reference (see Item 3, Part  II).  The
Registrant  does  not intend for this Plan to be qualified  under
ERISA,  and does not, therefore, intend to comply with the  terms
of ERISA.

Item 9. Undertaking.

The registrant makes the following undertakings:

     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;

          ii)to  reflect  any facts or events which, individually
             or  together, represent a fundamental change in  the
             information 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;

       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 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.

     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
       indemnification  is permitted to directors,  officers  and
       controlling  personas 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 the 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  of
       such  corporation it is the opinion of the  SEC  that  any
       such indemnification is against public policy.

                           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 authorize, in the City of Cayuga, Ontario, Canada,
on August 27, 2001.

(Registrant) Bach Hauser, Inc.

By (Signature and Title) /s/ Peter Preston, President

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/ Peter Preston          President, Director       August 27, 2001
Peter Preston

/s/ Fern Hill              Secretary, Treasurer,     August 27, 2001
Fern Hill                  Director

/s/ Clayton Kass           Director                  August 27, 2001
Clayton Kass

/s/ Dr. E. Arlin Torbett   Director                  August 27, 2001
Dr. E. Arlin Torbett

                            PART III

                        INDEX TO EXHIBITS

EXHIBIT NUMBER        EXHIBIT

4.1               The Company's Articles of Incorporation, which
                  define  the  rights of holders of  the  equity
                  securities being registered.  (Incorporated by
                  reference   to   Exhibit   3.1   to    Amended
                  Registration  Statement on  Form  10-SB  filed
                  August 13, 1999).

4.2               The Company's By-Laws, which define the rights
                  of  holders  of  the equity  securities  being
                  registered.   (Incorporated  by  reference  to
                  Exhibit  3.2 to Amended Registration Statement
                  on Form 10-SB filed August 13, 1999).

5.1               Opinion of Counsel, Chapman & Flanagan, Ltd.
                  (Filed herewith.)

23.1              Consent of Merdinger, Fruchter Rosen & Corso,
                  P.C., Certified Public Accountants.  (Filed
                  herewith.)

23.2              Consent of Counsel.  (Included in Exhibit
                  5.1.)
[{"type": "S-8", "sequence": "1", "filename": "bhs8legl.txt", "secsgml_size_bytes": 14579}]
{"company-data": {"conformed-name": "BACH-HAUSER INC", "cik": "0001091395", "assigned-sic": "4953", "irs-number": "880390697", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68492", "film-number": "1724812"}, "business-address": {"street1": "2080 E FLAMINGO RD", "street2": "STE 112", "city": "LAS VEGAS", "state": "NV", "zip": "89119", "phone": "7026505660"}, "mail-address": {"street1": "2080 E FLAMINGO RD", "street2": "STE 112", "city": "LAS VEGAS", "state": "NV", "zip": "89119"}}
UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                        Bach-Hauser, Inc.
     (Exact name of registrant as specified in its charter)

    Nevada                              88-0390697
(State of Incorporation)          (I.R.S. Employer ID No.)

1221 W. Pacific Coast Hwy., #329                     92663
(Address of Principal Executive Offices)          (Zip Code)

                       Legal Services Plan
                    (Full title of the Plan)

                      Incorp Services, Inc.
                    3675 Pecos-McLeod, #1400
                       Las Vegas, NV 89121
                         (702) 866-2500
       (Name, address and telephone of agent for service)

                         With a copy to:

                    Chapman & Flanagan, Ltd.
                 777 N. Rainbow Blvd., Suite 390
                       Las Vegas, NV 89107

Calculation of Registration Fee

 Title of     Amount to     Proposed     Proposed     Amount of
Securities        be        Maximum     Aggregate    Registration
   to be      Registered    Offering     Offering        Fee
Registered                 Price Per      Price
                           Share (1)

  Common      2,015,000      $0.05     $100,750.00    $  26.60
   Stock        Shares
(1)  The Offering Price is used solely for purposes of estimating
the   registration  fee  pursuant  to  Rules  457(c)  and  457(h)
promulgated pursuant to the Securities Act of 1933. The  Offering
Price is estimated as the average of the bid and asked prices  on
August 24, 2001.

                             Part I
      Information Required in the Section 10(a) Prospectus

Item 1. Plan Information

The  Company  is offering shares of its common stock  to  various
individuals  for legal and consulting services performed  on  the
Company's behalf. This issuance of shares is being made  pursuant
to  a  Legal Services Plan (the "Plan") adopted by the  Board  of
Directors on November 17, 2000. The Board has equated this number
of  shares to the value of the legal services provided or  to  be
provided  by these individuals. The shares issued hereunder  will
not  be  subject  to any resale restrictions.  The  Plan  is  not
qualified under ERISA. The following individuals will receive the
number of shares listed next to their names:

  Sean P. Flanagan         500,000 shares for legal services
  Daniel G. Chapman        500,000 shares for legal services
  Sandy Maini               75,000 shares for legal services
  Deborah K. Talbert        75,000 shares for legal services
  Haunani Magalianes        75,000 shares for legal services
  David E. Schild          390,000 shares for legal services
  Louie Sopov              400,000 shares for legal services

Item 2. Registrant Information and Employee Plan Annual
Information

The  participants  shall provided a written  statement  notifying
them  that  upon written or oral request they will  be  provided,
without  charge, (i) the documents incorporated by  reference  in
Item  3 of Part II of the registration statement, and (ii)  other
documents  required to be delivered pursuant to Rule 428(b).  The
statement  will inform the participants that these documents  are
incorporated  by  reference in the Section 10(a) prospectus,  and
shall  include  the  address (giving  title  or  department)  and
telephone number to which the request is to be directed.

                             Part II
       Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

Incorporated  by reference into this Registration  Statement  are
the contents of the Company's Registration Statement on Form S-8,
and  the  Company's Annual Report on Form 10-KSB for  the  period
ended  December 31, 2000, the Company's Quarterly Report on  Form
10-QSB  for  the period ended March 31, 2001, and  the  Company's
Quarterly  Report on Form 10-QSB for the period  ended  June  30,
2001.  All  documents  filed by the Company with  the  Commission
pursuant  to Section 13(a), 13(c), 14 or 15(d) of the  Securities
Exchange  Act  of  1934,  as amended,  after  the  date  of  this
Registration  Statement  and prior  to  the  termination  of  the
offering  shall  be deemed to be incorporated by  reference  into
this Registration Statement and to be a part hereof from the date
of  filing of such Registration Statement and to be a part hereof
from  the  date  of  filing  of such  documents.   Any  statement
contained in a document incorporated or deemed to be incorporated
by  reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that  a
statement  contained  herein or in any other  subsequently  filed
document  which  also  is  or is deemed  to  be  incorporated  by
reference herein modifies or supersedes such statement.  Any such
statement  so modified or superseded shall not be deemed,  except
as  so  modified  or superseded, to constitute  a  part  of  this
Registration Statement.  The Company will provide without  charge
to  each person to whom a copy of this Registration Statement  is
delivered, on the written or oral request of such person, a  copy
of  any or all of the documents referred to above which have been
or  may  be  incorporated  by reference  into  this  Registration
Statement,   other  than  certain  exhibits  to  such  documents.
Requests  for  such  copies  shall  be  directed  to  Shareholder
Relations,  Bach-Hauser, Inc., 1221 W. Pacific Coast Hwy.,  #329,
Newport Beach, CA 92663, telephone (949) 515-7341.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interest of Named Experts and Counsel.

The  shares  being  registered herein are  being  issued  to  the
Registrant's  attorneys for services provided to the  Registrant.
Neither the Registrant's Accountants nor any other experts  named
in the registration statement has any equity or other interest in
the Registrant.

Item 6. Indemnification of Directors and Officers.

The  Company  and  its  affiliates  may  not  be  liable  to  its
shareholders  for errors in judgment or other acts  or  omissions
not  amounting  to intentional misconduct, fraud,  or  a  knowing
violation  of  the law, since provisions have been  made  in  the
Articles  of  Incorporation and By-laws limiting such  liability.
The  Articles  of  Incorporation and  By-laws  also  provide  for
indemnification of the officers and directors of the  Company  in
most  cases  for any liability suffered by them or  arising  from
their activities as officers and directors of the Company if they
were  not engaged in intentional misconduct, fraud, or a  knowing
violation  of the law. Therefore, purchasers of these  securities
may  have  a  more limited right of action than they  would  have
except  for this limitation in the Articles of Incorporation  and
By-laws.

The  officers and directors of the Company are accountable to the
Company  as fiduciaries, which means such officers and  directors
are required to exercise good faith and integrity in handling the
Company's  affairs. A shareholder may be able to institute  legal
action  on  behalf  of  himself and all others  similarly  stated
shareholders to recover damages where the Company has  failed  or
refused to observe the law.

Shareholders may, subject to applicable rules of civil procedure,
be  able  to  bring a class action or derivative suit to  enforce
their  rights, including rights under certain federal  and  state
securities  laws and regulations. Shareholders who have  suffered
losses  in connection with the purchase or sale of their interest
in  the  Company  in  connection  with  such  sale  or  purchase,
including  the misapplication by any such officer or director  of
the  proceeds from the sale of these securities, may be  able  to
recover such losses from the Company.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The rights of common shareholders are defined in the Registrant's
Articles of Incorporation which have been incorporated into  this
Registration  Statement by reference (see Item 3, Part  II).  The
Registrant  does  not intend for this Plan to be qualified  under
ERISA,  and does not, therefore, intend to comply with the  terms
of ERISA.

Item 9. Undertaking.

The registrant makes the following undertakings:

     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;

          ii)to  reflect  any facts or events which, individually
             or  together, represent a fundamental change in  the
             information 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;

       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 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.

     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
       indemnification  is permitted to directors,  officers  and
       controlling  personas 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 the 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  of
       such  corporation it is the opinion of the  SEC  that  any
       such indemnification is against public policy.

                           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 authorize, in the City of Cayuga, Ontario, Canada,
on August 27, 2001.

(Registrant) Bach Hauser, Inc.

By (Signature and Title) /s/ Peter Preston, President

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/ Peter Preston          President, Director       August 27, 2001
Peter Preston

/s/ Fern Hill              Secretary, Treasurer,     August 27, 2001
Fern Hill                  Director

/s/ Clayton Kass           Director                  August 27, 2001
Clayton Kass

/s/ Dr. E. Arlin Torbett   Director                  August 27, 2001
Dr. E. Arlin Torbett

                            PART III

                        INDEX TO EXHIBITS

EXHIBIT NUMBER        EXHIBIT

4.1               The Company's Articles of Incorporation, which
                  define  the  rights of holders of  the  equity
                  securities being registered.  (Incorporated by
                  reference   to   Exhibit   3.1   to    Amended
                  Registration  Statement on  Form  10-SB  filed
                  August 13, 1999).

4.2               The Company's By-Laws, which define the rights
                  of  holders  of  the equity  securities  being
                  registered.   (Incorporated  by  reference  to
                  Exhibit  3.2 to Amended Registration Statement
                  on Form 10-SB filed August 13, 1999).

5.1               Opinion of Counsel, Chapman & Flanagan, Ltd.
                  (Filed herewith.)

23.1              Consent of Merdinger, Fruchter Rosen & Corso,
                  P.C., Certified Public Accountants.  (Filed
                  herewith.)

23.2              Consent of Counsel.  (Included in Exhibit
                  5.1.)